Australian Securitisation Management Pty Ltd – ‘S-11/A’ on 1/21/04 – EX-99.1

On:  Wednesday, 1/21/04, at 2:08pm ET   ·   Accession #:  1047469-4-1463   ·   File #:  333-110126

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Pre-Effective Amendment to Registration Statement for Securities of a Real Estate Company   —   Form S-11
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-11/A      Pre-Effective Amendment to Registration Statement   HTML   1.20M 
                          for Securities of a Real Estate Company                
 2: EX-1.1      Underwriting Agreement                                35    113K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    188K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   233    781K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders     8     22K 
 6: EX-4.4      Instrument Defining the Rights of Security Holders    44    155K 
 7: EX-4.5      Instrument Defining the Rights of Security Holders   133    487K 
 8: EX-5.1      Opinion re: Legality                                   3     16K 
 9: EX-8.2      Opinion re: Tax Matters                                2     11K 
10: EX-10.1     Material Contract                                   HTML    105K 
11: EX-10.2     Material Contract                                   HTML    563K 
12: EX-10.3     Material Contract                                     17     65K 
13: EX-10.4     Material Contract                                     17     66K 
14: EX-10.5     Material Contract                                     23     78K 
15: EX-25.1     Statement re: Eligibility of Trustee                HTML     40K 
16: EX-99.1     Miscellaneous Exhibit                                  2     11K 

EX-99.1   —   Miscellaneous Exhibit

EX-99.1
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                                                                    Exhibit 99.1

[*]                                                                             

Australian Securitisation Management Pty Limited                                
Level 6                                                                         
12 Castlereagh Street                                                           
Sydney NSW 2000                                                                 

Dear Sirs                                                                       

ARMS II GLOBAL FUND 3                                                           

We have acted for Australian Securitisation Management Pty Limited in connection
with ARMS II Global Fund 3 constituted under the Master Trust Deed between      
Permanent Custodians Limited and Australian Mortgage Securities Ltd dated 7     
March 1995, as amended and restated from time to time.                          

Definitions in the Prospectus as filed with the Securities and Exchange         
Commission under the US Securities Act of 1933 (the PROSPECTUS) apply in this   
opinion. RELEVANT JURISDICTION means the Commonwealth of Australia or New South 
Wales. No assumption or qualification in this opinion limits any other          
assumption or qualification in it.                                              

1.   DOCUMENTS                                                                  

We have examined a copy of the Prospectus.                            

2.   ASSUMPTION                                                                 

For the purposes of giving this opinion we have assumed that where a  
    document has been submitted to us in draft form it will be executed in the
form of that draft.                                                   

3.   QUALIFICATIONS                                                             

   Our opinion is subject to the qualification that we express no opinion as
   to any laws other than the laws of each Relevant Jurisdiction as in force
     at the date of this opinion and, in particular, we express no opinion as to
the laws of England or the United States.                             

4.   OPINION                                                                    

  Based on the assumptions and subject to the qualifications set out above
(which, except where expressly stated, apply equally to each of the   
opinions below) we are of the following opinion.                      

     (a)  Any final and conclusive judgment of a court of the State of New York,
       United States of America, or the United States Federal Court having
          jurisdiction recognised by the Relevant Jurisdiction, in respect of an
obligation under an                                         

OUR REF STHS                                                                    

EX-99.1
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[ALLENS ARTHUR ROBINSON LOGO]                                                   

      Offshore Bond, which is for a fixed sum of money and which has not
       been stayed or satisfied in full, would be enforceable by action in
        the courts of each Relevant Jurisdiction without a re-examination of
          the merits of the issues determined by the proceedings in the New York
          State Court or the United States Federal Court (as applicable) unless:

    (i)    the proceedings in the New York State Court or the United
               States Federal Court (as applicable) involved a denial of the
principles of natural justice;                

        (ii)   the judgment is contrary to the public policy of the Relevant
Jurisdiction;                                 

         (iii)  the judgment was obtained by fraud or duress or was based on a
clear mistake of fact;                        

(iv)   the judgment is a penal or revenue judgment; or      

       (v)    there has been a prior judgment in another court between the
              same parties concerning the same issues as are dealt with in
               the judgment of the New York State Court or the United States
Federal Court (as applicable).                

   In particular, actions in a Relevant Jurisdiction (including as
          original actions or as actions to enforce judgments of a United States
         Court) relating to civil liabilities predicated on securities laws of
        the United States may not be enforceable in a Relevant Jurisdiction.

    (b)  A judgment by a court in a Relevant Jurisdiction may be given in some
cases only in Australian dollars.                           

We consent to the filing of this letter as an exhibit to the Registration       
Statement on Form S-11 filed with the Prospectus, without admitting that we are 
"experts" within the meaning of the Securities Act of 1933 or the rules and     
regulations of the commission issued under that Act with respect to any part of 
the Registration Statement, including this exhibit.                             

Yours faithfully                                                                

ALLENS ARTHUR ROBINSON                                                          
Matthew Allchurch                                                               
Partner                                                                         

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