Exhibit 5.1
[Letterhead of Cadwalader, Wickersham & Taft]
October 11, 2000
GE Capital Commercial Mortgage Corporation
125 Park Avenue
New York, New York 10017
Re: Commercial Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as special counsel to GE Capital Commercial Mortgage
Corporation (the "Depositor"), in connection with the Depositor's Registration
Statement on Form S-3 (No. 333-45884) (the "Registration Statement").
Pre-Effective Amendment No. 1 to the Registration Statement ("Amendment No. 1")
is being filed today with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Act of 1933, as amended (the "Act").
The Prospectus forming a part of the Registration Statement describes Commercial
Mortgage Pass-Through Certificates ("Certificates") to be sold by the Depositor
in one or more series (each, a "Series") of Certificates. Each Series of
Certificates will be issued under a separate pooling and servicing agreement
(each, a "Pooling and Servicing Agreement") among the Depositor, a master
servicer (a "Servicer"), a trustee (a "Trustee"), and, if applicable, such other
parties to be identified in the Prospectus Supplement for such Series. The form
of Pooling and Servicing Agreement is being incorporated by reference as an
exhibit to the Registration Statement. Capitalized terms used and not otherwise
defined herein have the respective meanings given to such terms in the
Registration Statement.
In rendering the opinions set forth below, we have examined and
relied upon the following: (1) Amendment No. 1, including the Prospectus and the
form of Prospectus Supplements constituting a part thereof, in the form filed
with the Commission; (2) the Pooling and Servicing Agreement in the form filed
with the Commission, and (3) such other documents, materials and authorities as
we have deemed necessary in order to enable us to render our opinion set forth
below. We express no opinion with respect to any Series of Certificates for
which we do not act as counsel to the Depositor.
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-2- October 11, 2000
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered
by the Depositor, a Servicer, a Trustee and any other party thereto, such
Pooling and Servicing Agreement will constitute a legal, valid and binding
agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, receivership or other
laws relating to or affecting creditor's rights generally, and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding at law or in equity), and except that the enforcement of rights
with respect to indemnification and contribution obligations may be
limited by applicable law or considerations of public policy.
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered
by the Depositor, a Servicer, a Trustee and any other party thereto, and
the Certificates of such Series have been duly executed, authenticated,
delivered and sold as contemplated in the Registration Statement, such
Certificates will be validly issued and outstanding, fully paid and
nonassessable, and entitled to the benefits provided by such Pooling and
Servicing Agreement.
3. The description of federal income tax consequences appearing
under the heading "Certain Federal Income Tax Consequences" in the
Prospectus accurately describes the material federal income tax
consequences to holders of Offered Certificates under existing law,
subject to the qualifications and assumptions stated therein.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the headings
"Legal Matters" and "Certain Federal Income Tax Consequences" in the Prospectus,
which is 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,
/s/ Cadwalader, Wickersham & Taft
