EX-5.2 13 file007.htm OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP


                                                                     EXHIBIT 5.2

                   [ORRICK, HERRINGTON & SUTCLIFFE LETTERHEAD]

                                 January 20, 2006

Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard, Suite 250
Minneapolis, Minnesota 55437

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-3,
to be filed by Residential Funding Mortgage Securities I, Inc., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission on
January 20, 2006 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act") of
Mortgage Pass-Through Certificates (the "Certificates"). The Certificates are
issuable in series (each, a "Series") under a separate pooling and servicing
agreement (each such agreement, a "Pooling and Servicing Agreement") by and
among the Registrant, the master servicer named therein and the Trustee named
therein. The Certificates of each Series are to be sold as set forth in the
Registration Statement, any amendment thereto, and the prospectus and prospectus
supplement relating to such Series.

     We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

     Based on such examination, we are of the opinion that when the issuance of
each Series of Certificates has been duly authorized by appropriate corporate
action and the Certificates of such Series have been duly executed, authorized
and delivered in accordance with the Pooling and Servicing Agreement relating to
such Series and sold, the Certificates will be legally issued, fully paid,
binding obligations of the trust created by the Pooling and Servicing Agreement,
and the holders of the Certificates will be entitled to the benefits of the
Pooling and Servicing Agreement, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium, or other laws relating to or



affecting the rights of creditors generally and general principles of equity,
including without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, and the possible unavailability of specific performance
or injunctive relief, regardless of whether such enforceability is considered in
a proceeding in equity or at law.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion, as an exhibit or otherwise.

                                         Very truly yours,


                                         /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP