As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/29/06  Bear Stearns Mtge Fundi… 2006-AR5 8-K:8,9    12/29/06    4:62K                                    Orrick Herringto… LLP/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- bsmf2006-ar5_8k                   HTML     22K 
 2: EX-5.1      OH&S Legality Opinion                               HTML     11K 
 3: EX-5.1      Sami Ii Inc. In-House Opinion                       HTML     23K 
 4: EX-8.1      OH&S Tax Opinion                                    HTML      9K 

 

December 29, 2006

 

Structured Asset Mortgage Investments II Inc.

383 Madison Avenue

New York, New York 10179

 

Re:	Bear Stearns Mortgage Funding Trust 2006-AR5, Mortgage Pass-Through Certificates, Series 2006-AR5

 

Ladies and Gentlemen:

We have advised Structured Asset Mortgage Investments II Inc. (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Bear Stearns Mortgage Funding Trust 2006-AR5, Mortgage Pass-Through Certificates, Series 2006-AR5 (the “Certificates”) issuable in series. Such advice conforms to the description of selected federal income tax consequences to holders of the Certificates that appears under the heading “Federal Income Tax Consequences” in the prospectus (the “Prospectus”) forming a part of the Registration Statement on Form S-3 as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on March 10, 2006 (the “Registration Statement”). Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt that description as our opinion herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as 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 opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

 

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