Home Loan Trust 2006-HI5 – ‘8-K’ for 12/20/06 – EX-5

On:  Wednesday, 12/20/06, at 4:50pm ET   ·   For:  12/20/06   ·   Accession #:  1383189-6-11   ·   File #:  333-131196-07

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-5        Ex 5.1                                                 2      9K 
 3: EX-8        Ex 8.1                                                 2      9K 

EX-5   —   Ex 5.1

EX-5
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December 20, 2006                                                               

Residential Funding Mortgage Securities II, Inc.                                
8400 Normandale Lake Boulevard, Suite 250                                       
Minneapolis, Minnesota  55437                                                   

RE:     HOME LOAN-BACKED NOTES, SERIES 2006-HI5                                 

Ladies and Gentlemen:                                                           

        At your request, we have examined the Registration Statement on Form S-3
(File No.  333-131196),  filed by Residential  Funding  Mortgage  Securities II,
Inc.,  a  Delaware  corporation  (the  "Registrant"),  with the  Securities  and
Exchange  Commission (the "Commission") on March 31, 2006 and declared effective
on March  31,  2006  (the  "Registration  Statement"),  in  connection  with the
registration  under the Securities Act of 1933, as amended (the "Act"),  of Home
Loan-Backed  Notes,  Series  2006-HI5  (the  "Notes").  The Notes will be issued
pursuant  to an  Indenture,  dated as of December  28,  2006 (the  "Agreement"),
between the Home Loan Trust 2006-HI5 (the "Issuer" or the "Trust") and U.S. Bank
National  Association,  as indenture  trustee (the "Indenture  Trustee") as more
particularly  described  in the  prospectus,  dated  December  15,  2006 and the
prospectus supplement, dated December 20, 2006, relating to the Notes (together,
the "Prospectus")                                                               

        We have  assumed for the  purposes of the  opinions set forth below that
the Notes will be sold by you for reasonably equivalent  consideration.  We have
also assumed the following:  (a) the authenticity of original  documents and the
genuineness  of all  signatures;  (b) the  conformity  to the  originals  of all
documents  submitted  to  us  as  copies;  and  (c)  the  truth,   accuracy  and
completeness of the information, representations and warranties contained in the
records, documents,  instruments and certificates we have reviewed. In addition,
we have assumed that the parties to the Agreement will satisfy their  respective
obligations thereunder.                                                         

        On the basis of the  foregoing  examination  and  assumptions,  and upon
consideration  of applicable  law, it is our opinion that when the Agreement has
been duly and validly  executed and  delivered by the parties  thereto,  and the
Notes have been duly executed and delivered in accordance with the Agreement and
sold, the Notes will be legally issued,  fully paid and  nonassessable,  and the
holders of the Notes will be entitled to the benefits of the  Agreement,  except
as  enforcement  thereof may be limited by  applicable  bankruptcy,  insolvency,
reorganization,  arrangement,  fraudulent conveyance,  moratorium, or other laws
relating  to  or  affecting  the  rights  of  creditors  generally  and  general
principles of equity,  including  without  limitation,  concepts of materiality,
reasonableness,  good faith and fair dealing, and the possible unavailability of
specific   performance  or  injunctive   relief,   regardless  of  whether  such
enforceability is considered in a proceeding in equity or at law.               

EX-5
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Residential Funding Mortgage Securities II, Inc.                                
December 20, 2006                                                               
Page 2                                                                          

        We hereby  consent  to the  filing of this  letter as an  exhibit to the
Registration  Statement  and to the  references  to this firm under the headings
"Legal  Matters"  in the  Prospectus  and  "Legal  Opinions"  in the  Prospectus
Supplement forming a part of the Registration Statement,  without admitting that
we are "experts" within the meaning of the term used in the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit or otherwise.                    

                         Very truly yours,

                                        /s/ Mayer, Brown, Rowe & Maw LLP

                                    MAYER, BROWN, ROWE & MAW LLP

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/28/06		1
Filed on / For Period End:		12/20/06		1		2			8-K
		12/15/06		1					8-K
		3/31/06		1
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