EX-5.1 4 file4.htm SEC TAKEDOWN FILING OPINION


[LOGO] Thacher                                       Thacher Proffitt & Wood LLP
       Proffitt                                      Two World Financial Center
                                                     New York, NY 10281
                                                     212.912.7400

                                                     FAX: 212.912.7751
                                                     www.tpw.com

                                              April 27, 2007

Merrill Lynch Mortgage Investors, Inc.


      Opinion: Takedown
      Merrill Lynch Mortgage Investors, Inc. (the "Registrant") Registration
      Statement on Form S-3, No. 333-130408
      Merrill Lynch Mortgage Investors, Inc., ML-CFC Commercial Mortgage Trust
      2007-6, Commercial Mortgage Pass-Through Certificates, Series 2007-6
      Prospectus Supplement, dated March 30, 2007 (the "Prospectus Supplement"),
      including the related Prospectus, dated March 19, 2007 (the "Prospectus")

Ladies and Gentlemen:

      We have acted as counsel to Registrant in connection with the offer and
sale of the certificates 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 the related 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.


      New York, NY     Washington, DC     White Plains, NY     Summit, NJ
                               Mexico City, Mexico




Merrill Lynch Mortgage Investors, Inc.                                   Page 2.
April 27, 2007

      2.    The descriptions of federal income tax consequences appearing under
            the heading "Federal Income Tax Consequences" in the Prospectus and
            the Prospectus Supplement, 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 Depositor 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