May 31, 2000
CitiFinancial Mortgage Company
300 St. Paul Place
Baltimore, Maryland 21202
Re: REMIC Pass-Through Certificates
Gentlemen:
I am a Vice President of Citibank, N.A., and have acted as your tax counsel in
connection with the proposed issuance of REMIC Pass-Through Certificates (the
"Certificates") pursuant to Amendment No. 1 to a Registration Statement (No.
333-31964) on Form S-3 (the "Registration Statement"), which was filed with the
Securities and Exchange Commission (the "Commission") on March 8, 2000, under
the Securities Act of 1933, as amended (the "Act"). Capitalized terms used and
not otherwise defined herein are intended to have the respective meanings
ascribed to such terms in the Registration Statement.
In rendering the opinion set forth below, I have examined and relied upon the
following: (1) the Registration Statement and the Prospectus forming a part
thereof (the "Prospectus"), substantially in the form to be filed with the
Commission; (2) the forms of Pooling and Servicing Agreements filed and being
filed as exhibits to the Registration Statement; and (3) such other documents,
materials, and authorities as I have deemed necessary in order to enable me to
render my opinion set forth below.
As your tax counsel, I have advised you with respect to certain federal income
tax aspects of the proposed issuance of the Certificates. Such advice has formed
the basis for the description of material federal income tax consequences for
holders of the Certificates that appears under the headings "Taxation of
Certificate holders" and "Taxation of the Trust" in the Prospectus. Such
description does 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 which are discussed, in my opinion the
description is accurate in all material respects.
The foregoing opinions are based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by me. My 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, change in the
terms of the documents reviewed by me, or changes in the law subsequent to the
date hereof. As the Registration Statement contemplates Series of Certificates
with numerous different
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CitiFinancial Mortgage Company -2- May 31, 2000
characteristics, the particular characteristics of each Series of Certificates
must be considered in determining the applicability of this opinion to a
particular Series of Certificates.
I hereby consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to this opinion under the heading "Taxation of
the Trust" in each Prospectus, without admitting that I am an "expert" within
the meaning of the Act or the rules or regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Rona Daniels
