Contract

EXHIBIT 2 April 28, 2006 Addressees Listed on Exhibit A Re: Structured Asset Mortgage Investments II Trust 2006-AR3 Mortgage Pass-Through Certificates, Series 2006-AR3Ladies and Gentlemen: I am counsel to Structured Asset Mortgage Investments II Inc., aDelaware corporation (the “Company”), and, in such capacity, I am familiar withthe affairs of the Company. I am providing this opinion in connection with the sale to the Companyof certain residential mortgage loans (the “Loans”) pursuant to a Mortgage LoanPurchase Agreement, dated as of April 28, 2006 (the “Purchase Agreement”), byand between the Company and EMC Mortgage Corporation (the “Seller”), and thefollowing related agreements: (i) that certain Pooling and Servicing Agreement, dated as of April 1, 2006 (the “Pooling and Servicing Agreement”), by and among the Company, the Seller, Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and securities administrator (in such capacity, the “Securities Administrator”), and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”); (ii) each such Assignment, Assumption and Recognition Agreement, dated as of April 28, 2006, among the Seller, as assignor, the Trustee on behalf of the holders of Structured Asset Mortgage Investments II Trust 2006-AR3 (the “Certificateholders”), Mortgage Pass-Through Certificates, Series 2006-AR3, and the related Servicer, as acknowledged and agreed to by the Company, the Master Servicer and the Securities Administrator, in each case as set forth in the Pooling and Servicing Agreement; (iii) that certain Underwriting Agreement, dated as of January 10, 2006, between the Company and Bear, Stearns & Co. Inc. (“Bear Stearns”), and the related Terms Agreement, dated as of April 27, 2006, between the Company and Bear Stearns; and (iv) that certain Custodial Agreement, dated as of April 28, 2006, by and among the Trustee, the Company, the Master Servicer, and Wells Fargo Bank, National Association, as custodian. The agreements set forth in items (i) through (iv) and the PurchaseAgreement are hereinafter referred to as the “Agreements”. I have examined copies of the Agreements, the Certificate of Formationof the Company and the Amended and Restated Limited Liability Company Agreementof the Company. I also have examined such agreements, certificates of officersand representatives of the Company and others, and other documents, papers,statutes and authorities as I have deemed necessary to formAddressees Listed on Exhibit AApril 28, 2006Page 2the basis of the opinions hereinafter expressed. In such examinations, I haveassumed the genuineness of all signatures (other than with respect to theCompany), the authenticity of all documents submitted to me as originals and theconformity to original documents of copies of documents supplied to me. As tocertain matters of fact relevant to the opinions hereinafter expressed, I haverelied solely upon statements and certificates of the officers of the Companyand others. I have also assumed (other than with respect to the Company) thatthe Agreements and all other agreements, documents and instruments have beenduly authorized, executed and delivered by all parties thereto, that all suchparties had the power and legal right to execute and deliver each of theAgreements and all other agreements, documents and instruments, and that suchdocuments, the Agreements, other agreements and instruments are valid, bindingand enforceable obligations of such parties. I am admitted to the Bar of the State of New York, and I express noopinion as to any laws other than the laws of the United States, the State ofNew York and the General Corporation Law of the State of Delaware. This opinionis being given as of April 28, 2006, and I express no opinion as to events orconditions subsequent to such date. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, is duly qualified as a foreign corporation in good standing in the State of New York, with full power and authority to own its assets and conduct its business, to execute, deliver and perform each of the Agreements and all the transactions contemplated thereby, and the Company has taken all necessary action to authorize the execution, delivery and performance of each of the Agreements by it. 2. Each of the Agreements has been duly authorized, executed and delivered by the Company. 3. The execution and delivery of the Agreements by the Company and the performance of its obligations under the Agreements will not conflict with any provision of any law or regulation to which the Company is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Company’s organizational documents or, to my knowledge, any agreement or instrument to which the Company is a party or by which it is bound, or any order or decree applicable to the Company, result in the creation or imposition of any lien on any of the Company’s assets or property, in each case, which would materially and adversely affect the ability of the Company to carry out the transactions contemplated by the Agreements. 4. To my knowledge, there is no action, suit, proceeding or investigation pending to which the Company is a party in any court or by or before any other governmental agency or instrumentality or threatened against the Company (a) asserting the invalidity of any of the Agreements or (b) which would materially and adversely 2Addressees Listed on Exhibit AApril 28, 2006Page 3 affect the performance by the Company of its obligations under, or the validity or enforceability of, any of the Agreements. 5. No consent, approval, authorization or order of any State of New York or federal court or governmental agency or body is required for the consummation of the transactions contemplated by the Agreements, other than those which have been obtained by the Company. 6. To my knowledge, the Company is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Company or its properties or might have consequences that would materially and adversely affect its performance under any of the Agreements. [Remainder of page intentionally left blank] 3Addressees Listed on Exhibit AApril 28, 2006Page 4 This opinion is furnished solely for the benefit of the Addresseeslisted on Exhibit A in connection with the transaction referred to herein. Thisletter may not be relied upon, used, quoted, circulated or otherwise referred toby any other person or for any other purpose without my prior written approval;provided, however, that Greenberg Traurig, LLP may rely on this opinion inconnection with the rendering of its opinion in connection with the purchase ofthe Mortgage Loans (as defined in the Purchase Agreement) by the Company fromthe Seller. I understand that Greenberg Traurig, LLP will file this opinion withthe Securities and Exchange Commission as an exhibit to a Current Report on Form8-K for incorporation into the Company’s Registration Statement. I herebyconsent to the filing of this opinion with the Securities and ExchangeCommission. Very truly yours, /s/ Joseph Jurkowski [Name] ———————- Vice President [Title] EXHIBIT A ———-EMC Mortgage CorporationMac Arthur Ridge II909 Hidden Ridge DriveSuite 200Irving, Texas 75038Moody’s Investors Service, Inc.99 Church StreetNew York, New York 10007Standard & Poor’s, a division ofThe McGraw-Hill Companies, Inc.55 Water Street41st FloorNew York, New York 10041Bear, Stearns & Co. Inc.383 Park AvenueNew York, New York 10179JPMorgan Chase Bank, N.A.4 New York Plaza, 6th FloorNew York, New York 10004Wells Fargo Bank, N.A.P.O. Box 98Columbia, Maryland 21045