MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri 64108-4606
Telephone (816) 691-2600
Telefax (816) 474-4208
October 23, 2000
PNC Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: PNC Mortgage Acceptance Corp.
Registration Statement on Form S-3 (No. 333-95447)
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Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of (i) a
registration statement (the "Registration Statement") on Form S-3 (Registration
No. 333-95447) filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act");
(ii) a prospectus forming a part of the Registration Statement (the
"Prospectus"); (iii) a Pooling and Servicing Agreement dated as of October 1,
2000 (the "Pooling and Servicing Agreement") among PNC Mortgage Acceptance
Corp., as Depositor (the "Company"), Midland Loan Services, Inc., as Master
Servicer and Special Servicer, LaSalle Bank National Association, as Trustee,
and ABN AMRO Bank N.V., as Fiscal Agent; and (iv) a final prospectus supplement
dated October 13, 2000 (the "Prospectus Supplement") relating to the offer and
sale of the PNC Mortgage Acceptance Corp. Commercial Mortgage Pass-Through
Certificates, Series 2000-C2 Class A-1, Class A-2, Class B, Class C and Class D
Certificates (collectively, the "Certificates"). Capitalized terms used and not
otherwise defined herein have the respective meanings given them in the Pooling
and Servicing Agreement or the Accord identified in the following paragraph.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualifications,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The opinions expressed herein are given only with
respect to the present status of the substantive laws of the state of New York
(not including the choice-of-law rules under New York law). We express no
opinion as to any matter arising under the laws of any other jurisdiction.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement, the Prospectus and the Prospectus
Supplement; (2) the Pooling and Servicing Agreement; and (3) such other
documents, materials, and authorities as we have deemed necessary in order to
enable us to render our opinions set forth below.
Based on and subject to the foregoing and other qualifications set forth
below, we are of the opinion that:
Washington, D.C./Poenix, Arizona/Overland Park, Kansas/Wichita, Kansas
<PAGE>
PNC Mortgage Acceptance Corp.
October 23, 2000
Page 2
1. The Pooling and Servicing Agreement is the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
2. When (a) the Mortgage Loans and other consideration for the Certificates
constituting the Trust Fund have been deposited with the Trustee, (b) the
Certificates have been duly executed, authenticated, delivered and sold as
provided in the Pooling and Servicing Agreement and the Prospectus Supplement
and (c) the consideration for the sale of the Certificates has been fully paid
to the Company, the Certificates will be legally and validly issued, fully paid
and nonassessable, and the duly registered holders of the Certificates will be
entitled to the benefits of the Pooling and Servicing Agreement.
The General Qualifications apply to the opinions set forth in paragraphs 1
and 2 above, and in addition, such opinions are subject to the qualification
that certain remedial, waiver and other similar provisions of the Pooling and
Servicing Agreement or the Certificates may be rendered unenforceable or limited
by applicable laws, regulations or judicial decisions, but such laws,
regulations and judicial decisions will not render the Pooling and Servicing
Agreement or the Certificates invalid as a whole and will not make the remedies
available thereunder inadequate for the practical realization of the principal
benefits intended to be provided thereby, except for the economic consequences
of any judicial, administrative or other delay or procedure which may be imposed
by applicable law.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
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,
MORRISON & HECKER L.L.P.
/s/ MORRISON & HECKER L.L.P.
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