-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WxXNgMNQy50bnebfsvD2gJ6Odj/vHsnZlL805gGjI9FhK7xRNqas6wxXmoaHdXG8 tZPJ7viBk93LjAhtfv8QfQ== 0000905148-07-001663.txt : 20070227 0000905148-07-001663.hdr.sgml : 20070227 20070227141559 ACCESSION NUMBER: 0000905148-07-001663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070227 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070227 DATE AS OF CHANGE: 20070227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CWALT INC CENTRAL INDEX KEY: 0001269518 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 870698307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-110343 FILM NUMBER: 07652603 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 818-332-5300 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 8-K 1 efc7-0654_6052911fm8k.txt - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest Event Reported): February 27, 2007 Alternative Loan Trust 2007-6 ----------------------------- (Exact name of the issuing entity) Commission File Number of the issuing entity: 333-131630-[ ] CWALT, Inc. ----------- (Exact name of the depositor as specified in its charter) Commission File Number of the depositor: 333-131630 Countrywide Home Loans Inc. --------------------------- (Exact name of the sponsor as specified in its charter) Delaware 87-0698307 ------------------------------- ---------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation of the depositor) Identification No. of the depositor) 4500 Park Granada Calabasas, California 91302 - --------------------- --------- (Address of Principal (Zip Code) Executive Offices of the depositor) The depositor's telephone number, including area code (818) 225-3000 -------------- - ------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a- 12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 9 Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 5.1 Legality Opinion of Sidley Austin LLP. 8.1 Tax Opinion of Sidley Austin LLP (included in Exhibit 5.1). 23.1 Consent of Sidley Austin LLP (included in Exhibits 5.1 and 8.1). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the depositor has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CWALT, INC. By: /s/ Darren Bigby ----------------- Darren Bigby Vice President Dated: February 27, 2007 3 Exhibit Index Exhibit Page - ------- ---- 5.1 Legality Opinion of Sidley Austin LLP 5 8.1 Tax Opinion of Sidley Austin LLP (included in Exhibit 5.1) 5 23.1 Consent of Sidley Austin LLP (included in Exhibits 5.1 and 8.1) 5 4 EX-5.1 2 efc7-0654_exh51.txt Exhibits 5.1, 8.1 and 23.1 -------------------------- Sidley Austin LLP 787 Seventh Ave. New York, New York 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 February 27, 2007 CWALT, Inc. 4500 Park Granada Calabasas, California 91302 Re: CWALT, Inc. Alternative Loan Trust 2007-6 Mortgage Pass-Through Certificates, Series 2007-6 --------------------------------------------- Ladies and Gentlemen: We have acted as special counsel for CWALT, Inc., a Delaware corporation (the "Company"), in connection with the issuance of the Mortgage Pass-Through Certificates of the above-referenced Series (the "Certificates") pursuant to a Pooling and Servicing Agreement dated as of February 1, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, Countrywide Home Loans, Inc., as a seller ("CHL"), Park Granada LLC, as a seller ("Park Granada"), Park Monaco, Inc., as a seller ("Park Monaco") and Park Sienna LLC, as a seller ("Park Sienna" and, together with CHL, Park Granada and Park Monaco, the "Sellers"), Countrywide Home Loans Servicing LP, as master servicer (the "Master Servicer"), and The Bank of New York, as trustee (the "Trustee"). The Certificates will represent the entire beneficial ownership interest in Alternative Loan Trust 2007-6 (the "Issuing Entity"). The assets of the Issuing Entity will consist primarily of a pool of conventional fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Pooling and Servicing Agreement. We have examined such documents and records and made such investigations of such matters of law as we have deemed appropriate as a basis for the opinions expressed below. 5 Further, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals. Based upon the foregoing, we are of the opinion that: 1. The Pooling and Servicing Agreement has been duly authorized, executed and delivered by the Company, the Sellers and the Master Servicer and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding agreement of the Company, the Sellers and the Master Servicer, enforceable against the Company, the Sellers and the Master Servicer in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. In rendering this opinion, we have relied on the opinions of counsel of Sandor E. Samuels as to matters involving the due authorization, execution and delivery of the Pooling and Servicing Agreement by the Depositor, the Sellers and the Master Servicer. 2. Assuming that the Certificates have been duly executed and countersigned by the Trustee in the manner contemplated in the Pooling and Servicing Agreement, when delivered and paid for, the Certificates will be validly issued and outstanding and entitled to the benefits of the Pooling and Servicing Agreement. 3. Each REMIC described in the Pooling and Servicing Agreement will qualify as a real estate mortgage investment conduit within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended (the "Code"), the Regular Certificates will be treated as regular interests in the Master REMIC, the Class A-R Certificate will represent ownership of the sole class of residual interest in each REMIC described in the Pooling and Servicing Agreement and the interests of the Holders of the Class A-6 Certificates with respect to Yield Supplement Amounts will represent, for federal income tax purposes, contractual rights coupled with regular interest within the meaning of Treasury regulations ss.1.860G-2(i), assuming: (i) an election is made to treat the assets of each REMIC as a real estate mortgage investment conduit, (ii) compliance with the Pooling and Servicing Agreement and (iii) compliance with changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder. The opinion set forth in paragraph 3 is based upon the current provisions of the Code and Treasury regulations issued or proposed thereunder, Revenue Rulings and other published releases of the Internal Revenue Service and current case law, any of which can change at any time. Any such changes could apply retroactively and modify the legal conclusions upon which our opinions are based. Our opinion is limited as described above, and we do not express an opinion on any other tax aspect of the transactions contemplated by the Pooling and Servicing Agreement or the effect of such transactions on Countrywide Financial Corporation, any member of its federal consolidated group or any of its wholly owned affiliates. In rendering the foregoing opinions, we express no opinion on the laws of any jurisdiction other than the federal tax laws of the United States of America, the corporate laws of the State of Delaware and the laws of the State of New York. 6 We hereby consent to the filing of this opinion as an exhibit to the Company's Report on Form 8-K dated the date hereof. Very truly yours, /s/ SIDLEY AUSTIN LLP --------------------- SIDLEY AUSTIN LLP 7 -----END PRIVACY-ENHANCED MESSAGE-----