April
30,
2007
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
Bear
Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series
2007-1
Prospectus
Supplement, dated April
30,
2007
(the “Group I Notes Prospectus Supplement”), relating to the Group I Notes and
including the related Prospectus,
Prospectus
Supplement, dated April
30,
2007
(the “Group II Notes and Group III Notes Prospectus Supplement”), relating to
the Group II Notes and Group III Notes and
including
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 “Notes”).
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 Notes pursuant to and
in
accordance with the Prospectus and the related indenture 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
Notes are legally and validly issued and legally binding obligations,
enforceable under the laws of the State of New York in accordance
with
their terms against the statutory trust issuer thereof, fully paid
and
non-assessable and entitled to the benefits of the related
indenture.
|
| 2. |
The
descriptions of federal income tax consequences in the Group I
Notes
Prospectus Supplement and the Group II Notes and Group III Notes
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 Notes 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.
