Bear
Stearns Asset Backed Securities I LLC
383
Madison Avenue
Opinion:
Takedown
Bear
Stearns Asset Backed Securities I LLC (the “Registrant”)
Registration
Statement on Form S-3, No. 333-131374
$821,614,000
Bear
Stearns Asset Backed Securities I Trust 2007-HE4,
Series
2007-HE4
Prospectus
Supplement, dated April 26, 2007 (the “Prospectus Supplement”),
including
the related Prospectus, dated March 14, 2007 (the “Prospectus”)
Ladies
and Gentlemen:
We
have
acted as counsel to the Registrant in connection with the offer and sale
of the
securities described above (the “Certificates”).
In
rendering this opinion letter, we have examined the documents described above
and such other documents as we have deemed necessary. We have also assumed
the
execution, authentication, offer and sale of the Certificates pursuant to
and in
accordance with the Prospectus and the related pooling and servicing agreement
and underwriting agreement. The opinion expressed herein with respect to
enforceability is subject to general principles of equity and the effect
of
bankruptcy, insolvency, fraudulent conveyance and transfer and other similar
laws of general applicability affecting the rights of creditors.
In
rendering this opinion letter, we do not express any opinion concerning any
laws
other than the federal laws of the United States, including without limitation
the Internal Revenue Code of 1986, as amended, and the laws of the States
of New
York and, to the extent applicable, Delaware. We do not express any opinion
herein with respect to any matter not specifically addressed in the opinions
expressed below.
The
tax
opinions set forth below are based upon the existing provisions of applicable
law and regulations issued or proposed thereunder, published rulings and
releases of applicable agencies or other governmental bodies and existing
case
law, any of which or the effect of any of which could change at any time.
Any
such changes may be retroactive in application and could modify the legal
conclusions upon which such opinions are based.
Based
upon and subject to the foregoing, it is our opinion that:
| 1. |
The
Certificates are legally and validly issued, enforceable under the
laws of
the State of New York in accordance with their terms, fully paid
and
non-assessable and entitled to the benefits of the related pooling
and
servicing agreement.
|
| 2. |
The
descriptions of federal income tax consequences appearing in the
Prospectus Supplement under the heading “Federal Income Tax Consequences”
and in the Prospectus under the heading “Material Federal Income Tax
Considerations”, while not purporting to discuss all possible federal
income tax consequences of investment in the Certificates, are accurate
with respect to those tax consequences which are discussed, and we
hereby
adopt and confirm those descriptions as our
opinions.
|
We
hereby
consent to the filing of this opinion letter by the Registrant in a Current
Report on Form 8-K, without admitting that we are “persons” within the meaning
of Section 7(a) or 11(a)(4) of the 1933 Act, or “ experts” within the meaning of
Section 11 thereof, with respect to any portion of the Registration
Statement.
| |
Very
truly yours,
/s/
Thacher Proffitt & Wood
LLP
|
