MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri 64108-4606
Telephone (816)
691-2600
Telefax (816) 474-4208
June 29, 2000
PNC Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Commercial Mortgage Pass-Through Certificates, Series 2000-C1
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Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance of
Commercial Mortgage Pass-Through Certificates, Series 2000-C1 (the "Series
2000-C1 Certificates") pursuant to the Registration Statement on Form S-3
(Registration No. 333-95447) (the "Registration Statement") and the Prospectus
dated May 30, 2000 and Prospectus Supplement dated June 15, 2000 (the
"Prospectus" and the "Prospectus Supplement", respectively) filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). The Prospectus Supplement covers Certificates to be
publicly offered by PNC Mortgage Acceptance Corporation (the "Depositor"), the
Class A-1, Class A-2, Class B, Class C, Class D and Class E Certificates. The
Series 2000-C1 Certificates will be issued under a Pooling and Servicing
Agreement dated as of June 1, 2000, by and among the Depositor, Midland Loan
Services, Inc., as Master Servicer, GMAC Commercial Mortgage Corporation, as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent. Capitalized terms used and not otherwise defined
herein have the respective meanings given them in the Prospectus and the
Prospectus Supplement.
In rendering the opinion set forth below, we have examined and relied on
the following: (1) the Prospectus and the Prospectus Supplement and all exhibits
thereto; (2) the Pooling and Servicing Agreement; and (3) such other documents,
materials, and authorities as we have deemed necessary.
As your counsel, we have advised you with respect to certain federal
income tax aspects of the issuance of the Series 2000-C1 Certificates. Assuming
compliance with all provisions of, or descriptions within, the documents
referenced above, we are of the opinion that (i) each pool of assets with
respect to which a REMIC election is made will qualify as a REMIC under the Code
and (ii) the Class A-1, Class A-2, Class B, Class C, Class D, Class E and the
Privately Placed Certificates other than the Residual Certificates (as defined
in the Pooling and Servicing Agreement) will be, or will represent ownership of,
REMIC "regular interests" and (b) each respective residual interest will be the
sole "Residual Interest" in the related REMIC.
As your counsel, we have advised you with respect to certain federal
income tax aspects of the issuance of the Series 2000-C1 Certificates. Such
advice has formed the basis for the description of material federal income tax
consequences for holders of the Certificates that
Washington, D.C. / Phoenix, Arizona / Overland Park, Kansas / Wichita, Kansas
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PNC Mortgage Acceptance Corp.
June 29, 2000
Page 2
appear under the headings "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the
Prospectus Supplement and "FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus.
Such descriptions do not purport to discuss all possible federal income tax
ramifications of the proposed issuance of the Certificates, but, with respect to
those federal income tax consequences that are discussed, in our opinion, the
description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters set forth herein could change with respect to
the Series 2000-C1 Certificates as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to our firm under the headings
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement and
"FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus. This consent is not to be
construed as an admission that we are a person whose consent is required to be
filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ MORRISON & HECKER L.L.P.
