SABR LLC Trust 2006-FR1 – ‘8-K’ for 2/23/06 – EX-5

On:  Friday, 3/10/06, at 4:18pm ET   ·   For:  2/23/06   ·   Accession #:  914121-6-606   ·   File #:  333-123990-07

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-1        Underwriting Agreement                                19±    87K 
 3: EX-4        Pooling and Servicing Agreement                      307±  1.17M 
 4: EX-5        Legality Opinion                                       3±    13K 

EX-5   —   Legality Opinion

                                                                       Exhibit 5

[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP] 

 February 23, 2006

Securitized Asset Backed Receivables LLC                                        
200 Park Avenue                                                                 
New York, New York 10166                                                        

      Re:   Securitized Asset Backed Receivables LLC Trust 2006-FR1,
       Mortgage Pass-Through Certificates, Series 2006-FR1

Ladies and Gentlemen:                                                           

                We have acted as special counsel to Securitized Asset Backed
Receivables LLC (the "Company") in connection with the proposed sale by the     
Company and purchase by Barclays Capital Inc. (the "Underwriter"), of certain   
classes of the Securitized Asset Backed Receivables LLC Trust 2006-FR1, Mortgage
Pass-Through Certificates, Series 2006-FR1 (such classes, the "Securities"),    
pursuant to the terms of the Underwriting Agreement, dated February [ ], 2006   
(the "Agreement"), between the Company and the Underwriter. The Securities are  
being issued pursuant to a Pooling and Servicing Agreement, dated as of February
1, 2006 (the "Pooling and Servicing Agreement"), among the Company, Fremont     
Investment & Loan, HomEq Servicing Corporation, MortgageRamp, Inc. and Wells    
Fargo Bank, National Association. This letter is being delivered at the request 
of the Company pursuant to Section 5(b)(ii) of the Agreement. Capitalized terms 
used herein but not defined herein have the respective meanings given them in   
the 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 Pooling and Servicing Agreement 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 Agreement 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 and others in connection with the
preparation and delivery of this letter.                                        

           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 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 Agreement.                              

                 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 Securities have been duly authorized by the Company
           and, when the Securities have been duly executed, authenticated and
          delivered by the Trustee in the manner contemplated in the Pooling
           and Servicing Agreement and paid for by and sold to the Underwriter
            pursuant to the Agreement, the Securities will be validly issued and
      outstanding, fully paid and non-assessable and entitled to the
 benefits provided by the Pooling and Servicing Agreement.

             2.    The descriptions of federal income tax consequences
            appearing under the heading "Federal Income Tax Consequences" in the
      Prospectus, dated May 20, 2005 (the "Prospectus") and "Federal
      Income Tax Considerations" in the Prospectus Supplement, dated
           February 21, 2006 (the "Prospectus Supplement") accurately describe
      the material federal income tax consequences to holders of the
            Securities, 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. 333-123990) (the  
"Registration Statement"), as declared effective on May 20, 2005, as it relates 
to the Securities and to the reference to this firm under the headings "Legal   
Matters" and "Federal Income Tax Consequences" in the Prospectus and under the  
heading "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.                           

                 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

This ‘8-K’ Filing		Date		Other Filings
Filed on:		3/10/06		None on these Dates
For Period End:		2/23/06
		2/21/06
		2/1/06
		5/20/05
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