May 31, 2000
CitiFinancial Mortgage Securities Inc.
300 St. Paul Place
Baltimore, Maryland 21202
Ladies and Gentlemen:
This opinion is being provided by the undersigned, as an Associate General
Counsel--Corporate Law of Citigroup Inc. I have acted as your counsel in
connection with the Registration Statement on Form S-3, File No. 333-31964 (the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers $3 billion aggregate principal amount of Certificates (the
"Certificates") of one or more series to be issued by CitiFinancial Mortgage
Securities Inc. ("CFMSI") evidencing fractional undivided interests in a trust
or trusts to be created by CFMSI.
Each series of Certificates will be issued pursuant to a separate Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement" for such series)
among CFMSI, as depositor, CitiFinancial Mortgage Company ("CMC"), as servicer,
and a commercial bank, savings and loan association or trust company (the
"Trustee" for such series).
I, or attorneys under my supervision, have examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate records
of CFMSI, such other documents and certificates of public officials, officers
and representatives of CFMSI and other persons and such other documents,
agreements and instruments, and I have made such investigations of law, as I
have deemed appropriate as a basis for the opinions expressed below. In arriving
at the opinions expressed below, I have assumed that the signatures on all
documents that I have examined are genuine. In addition, I have assumed that
each of the Certificates and each Pooling and Servicing Agreement will be in
substantially the forms thereof filed or to be filed as an exhibit to the
Registration Statement; and that CMC and the Trustee each will have the power,
authority and legal right to enter into the related Pooling and Servicing
Agreement.
Based on the foregoing, I am of the opinion that:
1. CFMSI is a corporation duly incorporated and validly existing under the
laws of the State of Delaware.
2. When the issuance, execution and delivery of any particular series of
Certificates have been duly authorized by CFMSI, and when the
Certificates of such series have been duly executed and delivered by
CFMSI, duly authenticated by the Trustee and issued and sold as
contemplated by the Registration Statement and the prospectus delivered
pursuant to Section 5 of the Act in connection therewith, such
Certificates will be legally and validly issued, fully paid and
nonassessable and entitled to the benefits provided by the applicable
Pooling and Servicing Agreement.
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3. When a Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by CFMSI, CMC and the Trustee, such
Pooling and Servicing Agreement will constitute a valid, binding and
enforceable obligation of CFMSI subject, as to enforcement, to
applicable bankruptcy, reorganization, insolvency, moratorium and other
laws affecting the rights of creditors generally and to general
principles of equity and the discretion of the court (regardless
whether enforceability is considered in a proceeding in equity or at
law).
The opinions expressed herein are limited to the General Corporation Law of the
State of Delaware and applicable provisions of the Constitution of the State of
Delaware, including reported judicial decisions interpreting such provisions of
Delaware law, and the laws of the State of New York.
I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the heading
"Legal opinions" in any prospectus filed in connection with the Registration
Statement. In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ John R. Dye
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