MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri 64108-4606
Telephone (816)
691-2600
Telefax (816) 474-4208
January 12, 2000
PNC Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as counsel for PNC Mortgage Acceptance Corp., a Missouri
corporation (the "Registrant"), in connection with the registration statement on
Form S-3 (the "Registration Statement") and the Prospectus and form of
Prospectus Supplement forming a part thereof (collectively, the "Prospectus")
being filed by the Registrant on or about the date hereof with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Act"). The Registration Statement covers Commercial Mortgage Pass-Through
Certificates ("Certificates") to be sold by the Registrant in one or more series
(each, a "Series"). Each series of Certificates will be more particularly
described in a supplement to the Prospectus (each a "Supplement"). Each Series
of Certificates will be issued under a pooling and servicing agreement ("Pooling
and Servicing Agreement") between the Registrant and a master servicer, a
trustee and possibly a special servicer and a fiscal agent to be identified in
the Supplement for such Series of Certificates. A form of Pooling and Servicing
Agreement is included as an exhibit to the Registration Statement. Capitalized
terms used and not otherwise defined herein have the respective meanings given
them in the Registration Statement or the Accord identified in the following
paragraph.
In rendering the opinion set forth below, we have examined and relied on
the following: (1) the Registration Statement and the Prospectus and (2) such
other documents, materials, and authorities as we have deemed necessary or
advisable in order to enable us to render our opinion set forth below. Each
Supplement and Pooling and Servicing Agreement pertaining to a specific series
is to be completed subsequent to the date of this opinion. Accordingly, we have
not examined any Supplement or Pooling or Servicing Agreement relating to any
series to be issued, and our opinion does not address their contents except as
and to the extent that the provisions of same may be described in the
Prospectus. We understand that each Supplement will contain a discussion of any
material federal income tax consequences pertaining to the Series to be offered
thereunder which are not addressed in the Prospectus.
The opinion set forth in this letter is based upon the applicable
provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
Washington, D.C. / Phoenix, Arizona / Overland Park, Kansas / Wichita, Kansas
<PAGE>
PNC Mortgage Acceptance Corp.
January 12, 2000
Page 2
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Material Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.
Based upon the foregoing, we are of the opinion that, although it does not
discus all federal income tax consequences that may be applicable to the
individual circumstances of particular investors (some of which may be subject
to special treatment under the Internal Revenue Code of 1986, as amended), the
description set forth under the caption "Material Federal Income Tax
Consequences" in the Prospectus included as a part of the Registration Statement
correctly describes the material aspects of the federal income tax treatment of
an investment in the Certificates commonly applicable to investors that are U.S.
Persons (as defined in the Prospectus), as of the date hereof, and, where
expressly indicated therein, to investors that are not U.S. Persons. There can
be no assurance, however, that the tax conclusions presented therein will not be
successfully challenged by the IRS, or significantly altered by new legislation,
changes in IRS positions or judicial decisions, any of which challenges or
alterations may be applied retroactively with respect to completed transactions.
We note, however, that the form of Prospectus Supplement filed herewith does not
relate to a specific transaction. As the Registration Statement contemplates
multiple Series of Certificates with numerous different characteristics, the
particular characteristics of a Series of Certificates must be considered in
evaluating whether such opinion would be relevant under the circumstances.
Accordingly, the above-referenced description of the selected federal income tax
consequences may, under certain circumstances, require modification when an
actual transaction is undertaken.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the form of Prospectus Supplement and in the other documents
reviewed by us. Our opinion as to the matters set forth herein could change with
respect to a particular Series of 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. Consequently, we express no
such opinion with respect to any particular Series of Certificates.
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 heading
"Material Federal Income Tax Consequences" in the Prospectus and the Prospectus
Supplement. We also consent to the incorporation by reference of this letter in
a registration statement, if any, relating to the Registration Statement filed
by the Company pursuant to Rule 462(b) of the Act. 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.
