Wells Fargo Mortgage Backed Securities 2007-11 Trust – ‘8-K’ for 7/30/07 – EX-5.1

On:  Monday, 7/30/07, at 2:02pm ET   ·   For:  7/30/07   ·   Accession #:  914121-7-1812   ·   File #:  333-137620-16

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     10K 
 2: EX-5.1      Opinion Re: Legality                                   3±    16K 

EX-5.1   —   Opinion Re: Legality
Exhibit Table of Contents

                                                                     EXHIBIT 5.1

[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP] 

                   July 30, 2007

Wells Fargo Asset Securities Corporation                                        
7430 New Technology Way                                                         
Frederick, Maryland  21703                                                      

Re:    Wells Fargo Asset Securities Corporation Series 2007-11  
     -------------------------------------------------------

Ladies and Gentlemen:                                                           

              We have acted as special counsel to Wells Fargo Asset Securities
Corporation (the "Company") in connection with the proposed sale by the Company 
and purchase by Goldman, Sachs & Co. ("Goldman Sachs"), as underwriter, of Wells
Fargo Mortgage Backed Securities 2007-11 Trust, Mortgage Pass-Through           
Certificates, Series 2007-11, Class A (collectively the "Class A Certificates"),
pursuant to the terms of the underwriting agreement, dated February 15, 2006,   
and terms agreement, dated June 7, 2007 (collectively, the "Class A Underwriting
Agreement"), among the Company, Wells Fargo Bank, N.A. ("Wells Fargo Bank") and 
Goldman Sachs and the purchase by Lehman Brothers Inc. ("Lehman Brothers," and  
together with Goldman Sachs, each an "Underwriter"), as underwriter, of Wells   
Fargo Mortgage Backed Securities 2007-11 Trust, Mortgage Pass-Through           
Certificates, Series 2007-11, Class B-1, Class B-2 and Class B-3 (collectively  
the "Public Class B Certificates," and together with the Class A Certificates,  
the "Certificates"), pursuant to the terms of the underwriting agreement, dated 
February 15, 2006, and terms agreement, dated July 20, 2007 (collectively, the  
"Class B Underwriting Agreement," and together with the Class A Underwriting    
Agreement, the "Underwriting Agreements"), among the Company, Wells Fargo Bank  
and UBS. The Certificates are being issued pursuant to a Pooling and Servicing  
Agreement, dated as of July 30, 2007 (the "Pooling and Servicing Agreement"),   
among the Company, Wells Fargo Bank, as master servicer (the "Master Servicer"),
and HSBC Bank USA, National Association, as trustee (the "Trustee"). Capitalized
terms used herein but not defined herein have the respective meanings given them
in the Pooling and Servicing Agreement.                                         

             In rendering the opinions set forth below, we have examined and
relied upon the originals, copies or specimens, certified or otherwise          
identified to our satisfaction, of the Transaction Documents (as defined below) 
and such certificates, corporate and public records, agreements and instruments 
and other documents, including, among other things, the documents delivered on  
the date hereof, as we have deemed appropriate as a basis for the opinions      
expressed below. In such examination we have assumed the genuineness of all     
signatures, the authenticity of all documents, agreements and instruments       
submitted to us as originals, the conformity to original documents, agreements  
and instruments of all documents, agreements and instruments submitted to us as 
copies or specimens, the authenticity of the originals of such documents,       
agreements and instruments submitted to us as copies or specimens, the          
conformity of the text of each document filed with the Securities and Exchange  
Commission (the "Commission") through the Commission's Electronic Data          
Gathering, Analysis and Retrieval System to the printed document reviewed by us,
and the accuracy of the matters set forth in the documents, agreements and      
instruments we reviewed. As to matters of fact relevant to the opinions         
expressed herein, we have relied upon, and assumed the accuracy of, the         
representations and warranties contained in the Underwriting Agreements and the 
Pooling and Servicing Agreement and we have relied upon certificates and oral or
written statements and other information obtained from the Company, the other   
parties to the transaction referenced herein, and public officials. Except as   
expressly set forth herein, we have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation  
of any public files, records or dockets) to determine the existence or absence  
of the facts that are material to our opinions, and no inference as to our      
knowledge concerning such facts should be drawn from our reliance on the        
representations of the Company in connection with the preparation and delivery  
of this letter.                                                                 

      In particular, we have examined and relied upon: (i) the
Prospectus, dated July 26, 2007 (the "Prospectus") and the Prospectus           
Supplement, dated July 26, 2007 (the "Prospectus Supplement"), relating to the  
offering of the Certificates and (ii) the Pooling and Servicing Agreement.      

            Items (i) and (ii) above are referred to in this letter as the
"Transaction Documents."                                                        

     We have also assumed that all documents, agreements and
instruments have been duly authorized, executed and delivered by all parties    
thereto, that all such parties are validly existing and in good standing under  
the laws of their respective jurisdictions of organization, that all such       
parties had the power and legal right to execute and deliver all such documents,
agreements and instruments, and (other than with respect to the Company) that   
such documents, agreements and instruments are legal, valid and binding         
obligations of such parties, enforceable against such parties in accordance with
their respective terms. As used herein, "to our knowledge," "known to us" or    
words of similar import mean the actual knowledge, without independent          
investigation, of any lawyer in our firm actively involved in the transactions  
contemplated by the Underwriting Agreements.                                    

           We express no opinion concerning the laws of any jurisdiction
other than the laws of the State of New York and, to the extent expressly       
referred to in this letter, the federal laws of the United States of America.   

            Based upon and subject to the foregoing, we are of the opinion
that:                                                                           

               1. The Certificates have been duly authorized by the Company, and
     when the Certificates have been duly executed by the Paying Agent and
      countersigned by the Authenticating Agent and paid for and sold to the
       applicable Underwriter as contemplated in the Prospectus and Prospectus
   Supplement, the Certificates will be legally issued, fully paid and
non-assessable; and                                             

              2. The descriptions of federal income tax consequences appearing
   under the headings "Certain Federal Income Tax Consequences" in the
    Prospectus and "Federal Income Tax Considerations" in the Prospectus
Supplement accurately describe the material federal income tax  
   consequences to holders of the Certificates, under existing law and
     subject to the qualifications and assumptions stated therein. We also
    hereby confirm and adopt the opinions expressly set forth under such
  headings, under existing law and subject to the qualifications and
assumptions stated therein.                                     

             We hereby consent to the filing of this letter as an exhibit to
the Company's Registration Statement on Form S-3 (File No. 333-137620) (as      
amended, the "Registration Statement") as it relates to the Certificates and to 
the reference to this firm under the headings "Legal Matters" and "Certain      
Federal Income Tax Consequences" in the Prospectus and "Legal Matters" and      
"Federal Income Tax Considerations" in the Prospectus Supplement. This consent  
is not to be construed as an admission that we are a person whose consent is    
required to be filed with the Registration Statement under the provisions of the
Securities Act of 1933, as amended.                                             

               No opinion has been sought and none has been given concerning the
tax treatment of the issuance and sale of the Certificates under the laws of any
state. In addition, we disclaim any obligation to update this letter for changes
in fact or law, or otherwise.                                                   

                 Very truly yours,

                                     /s/ Cadwalader, Wickersham & Taft LLP
                                     -------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on / For Period End:		7/30/07		8-K,  FWP
		7/26/07
		7/20/07
		6/7/07
		2/15/06
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