Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-1 – ‘8-K’ for 3/27/07 – ‘EX-5.1’

On:  Tuesday, 3/27/07, at 4:17pm ET   ·   For:  3/27/07   ·   Accession #:  950123-7-4579   ·   File #:  333-140436-04

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     11K 
 2: EX-5.1      Opinion of Dechert LLP                                 3     14K 

EX-5.1   —   Opinion of Dechert LLP

EX-5.1
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March 27, 2007                                                                  

Merrill Lynch Mortgage Investors, Inc.                        
250 Vesey Street                                              
4 World Financial Center, 28th Floor                          
New York, New York 10080                                      

Re:      Merrill Lynch First Franklin Mortgage Loan Trust                       
Mortgage Loan Asset-Backed Certificates, Series 2007-1        

Ladies and Gentlemen:                                         

We have acted as counsel for Merrill Lynch Mortgage Investors, Inc. (the        
"Company"), in connection with the sale by the Company of approximately         
$2,185,364,100 in aggregate principal amount of its Merrill Lynch First Franklin
Mortgage Loan Trust Mortgage Loan Asset-Backed Certificates, Series 2007-1,     
Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and 
Class R (the "Offered Certificates"). The Offered Certificates are issued under 
the terms of a Pooling and Servicing Agreement (the "Pooling and Servicing      
Agreement"), dated as of March 1, 2007, by and among the Company, Home Loan     
Services, Inc., as servicer (the "Servicer") and LaSalle Bank National          
Association, as trustee (the "Trustee"). The Offered Certificates will be       
purchased by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the            
"Underwriter") for resale to the public pursuant to an Underwriting Agreement   
dated February 28, 2003, and the Terms Agreement dated March 23, 2007 (together,
the "Underwriting Agreement"), each between the Company and the Underwriter.    
Capitalized terms used and not defined herein have the meanings given to them in
the Prospectus Supplement.                                                      

We have examined a signed copy of the Registration Statement on Form S-3 (No.   
333-140436) filed by the Company with the Securities and Exchange Commission    
(the "Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"), in the form in which it initially became effective (the "Registration    
Statement") and as amended to the date hereof, the Company's Prospectus (the    
"Prospectus") dated March 22, 2007 and the Prospectus Supplement dated March 26,
2007(the "Prospectus Supplement"), relating to the Offered Certificates. We     

EX-5.1
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also have examined the originals or copies, certified or otherwise identified to
our satisfaction, of all such records of the Company and all such agreements,   
certificates of public officials, certificates of officers or representatives of
the Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth      
herein, including, without limitation, (i) the Restated Certificate of          
Incorporation of the Company; (ii) the By-Laws of the Company; (iii) copies of  
certain unanimous consents adopted by the Board of Directors of the Company     
authorizing the issuance and sale of the Offered Certificates and purchase of   
the Mortgage Loans; (iv) the Pooling and Servicing Agreement; (v) the forms of  
the Offered Certificates and (vi) the Underwriting Agreement.                   

In our examination, we have assumed the genuineness of all signatures, the      
authenticity of all documents submitted to us as originals, the conformity of   
all documents submitted to us as certified or photostatic copies to the original
documents and the authenticity of such documents. We have assumed that any      
documents executed by any party other than the Company are the legal, valid and 
binding obligation of such party. As to any facts material to the opinions      
expressed herein that we did not establish independently or verify, we have     
relied upon the truth, accuracy and completeness of the statements and          
representations of the Company, its officers and other representatives, the     
Trustee and others. Whenever the phrase "to the best of our knowledge" or "of   
which we are aware" is used herein, it refers in each case to the actual        
knowledge of the attorneys of this firm involved in the representation of the   
Company in this transaction.                                                    

We express no opinion as to the effect of the laws of any jurisdiction other    
than the laws of the State of New York, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.               

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

               (i) The Offered Certificates have been duly authorized and,
when executed and authenticated as specified in the Pooling and Servicing       
Agreement and delivered and paid for, will be validly issued, fully paid,       
nonassessable and entitled to the benefits of the Pooling and Servicing         
Agreement.                                                                      

              (ii) The statements in the Prospectus under the headings
"Material Federal Income Tax Consequences" as supplemented by the statements in 
the Prospectus Supplement under the headings "Federal Income Tax Consequences," 
to the extent that they describe matters of United States federal income tax law
with respect thereto, have been prepared or reviewed by us and are accurate in  
all material respects with respect to those consequences or matters discussed   
therein.                                                                        

         (iii) Assuming (A) ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement, (B) the accuracy of the      
representations made in the Mortgage Loan Sale and Assignment Agreement dated as
of March 1, 2007, between the Company and Merrill Lynch Mortgage Lending Inc.,  
and the accuracy of representations made in an Officer's Certificate of the     
Company dated the Closing Date and (C) the filing of elections, in accordance   

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with the Pooling and Servicing Agreement, to be treated as a "real estate       
mortgage investment conduit" (a "REMIC") pursuant to Section 860D of the        
Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax  
purposes, each of the REMICs provided for in the Pooling and Servicing Agreement
will qualify as a REMIC as of the Closing Date and each will continue to qualify
as a REMIC for so long as it continues to comply with amendments after the date 
hereof to any applicable provisions of the Code and applicable Treasury         
Regulations.                                                                    

      We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this filing in the Registration  
Statement and the Prospectus under the headings "Legal Matters" and "Material   
Federal Income Tax Consequences," without admitting that we are "experts" within
the meaning of the 1933 Act or the rules and regulations of the Securities and  
Exchange Commission issued thereunder with respect to any part of the           
Registration Statement including this Exhibit.                                  

Very truly yours,                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		3/27/07		1					424B5
		3/26/07		1
		3/23/07		1
		3/22/07		1
		3/1/07		1		2
		2/28/03		1
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