<PAGE>
November 28, 2000
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Mortgage Corporation (the
"Company") in connection with the issuance of Mortgage Pass-Through
Certificates, Series 2000-3 (the "Certificates"), evidencing undivided interests
in a trust fund consisting primarily of certain mortgage loans, pursuant to the
Pooling and Servicing Agreement, dated as of November 1, 2000 (the "Pooling and
Servicing Agreement"), among the Company as depositor, ABN AMRO Mortgage Group,
Inc., as servicer (the "Servicer"), and The Chase Manhattan Bank as trustee (the
"Trustee"). The Company has filed with the Securities and Exchange Commission
(the "Commission") registration statement (No. 333-85443) on Form S-3 for the
registration under the Securities Act of 1933, as amended (the "Act"), of
Mortgage Pass-Through Certificates (issuable in series), including the
Certificates, which registration statement was declared effective on October 12,
1999. The Company has filed with the Commission pursuant to Rule 424(b) under
the rules and regulations of the Commission under the Act (the "1933 Act
Regulations") a supplement, dated November 22, 2000 (the "Prospectus
Supplement"), to the prospectus, dated October 12, 1999 (the "Basic
Prospectus"), relating to the Certificates and the method of distribution
thereof. Such registration statement (No. 333-85443) including exhibits thereto
and any information incorporated therein by reference is hereinafter called the
"Registration Statement"; the Basic Prospectus and the Prospectus Supplement and
any information incorporated therein by reference, together with any amendment
thereof or supplement thereto authorized by the Company, are hereinafter called
the "Prospectus."
We have examined the Registration Statement, the Pooling and Servicing
Agreement, the Prospectus and such other documents as we have deemed necessary
or advisable for purposes of
<PAGE>
MAYER, BROWN & PLATT
November 28, 2000
Page 2
rendering this opinion. Additionally, our advice has formed the basis for the
description of the selected Federal income tax consequences of the purchase,
ownership and disposition of the Certificates to an original purchaser that
appears under the heading "Federal Income Tax Consequences" in the Prospectus
(the "Tax Description"). Except as otherwise indicated herein, all terms defined
in the Prospectus are used herein as so defined.
In rendering the opinions set forth below, we have relied without
independent investigation on the opinion letters of Kirk P. Flores, counsel to
the Company, Karen Severn Jackson, counsel to the Servicer, Thomas Godfrey,
counsel to the Trustee and Charles Waters, Jr., counsel to the Trustee, copies
of which are annexed hereto as Schedules 1, 2, 3 and 4, respectively.
The opinion set forth in paragraph 2 of 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
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "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.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Depositor, the Servicer and the
Trustee, and the Certificates have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement, and the Certificates are
legally and validly issued, fully paid and nonassessable, and the holders of
such Certificates are entitled to the benefits of such Pooling and Servicing
Agreement.
<PAGE>
MAYER, BROWN & PLATT
November 28, 2000
Page
2. The statements in the Prospectus under the headings "ERISA
Considerations" and "Federal Income Tax Consequences" and the statements in the
applicable Prospectus Supplement under the headings "Federal Income Tax
Consequences" and "ERISA Considerations", to the extent that they describe
matters of United States federal income tax law or ERISA or legal conclusions
with respect thereto, have been prepared or reviewed by such counsel and are
accurate in all material respects. 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.
Very truly yours,
MAYER, BROWN & PLATT
DAC/JVG/TS/CMG
<PAGE>
SCHEDULE 1
----------
ABN AMRO Kirk P. Flores
Counsel
ABN AMRO NORTH AMERICA, INC.
135 South LaSalle Street
Chicago, Illinois 60674-9135
(312) 904-2014
November 28, 2000
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 2000-3
Ladies and Gentlemen:
I am Senior Counsel of ABN AMRO North America, Inc., an affiliate of ABN AMRO
Mortgage Corporation (the "Company"), and as such, I am familiar with the action
taken by the Company in connection with (i) that certain Underwriting Agreement
(the "Underwriting Agreement") dated as of March 19, 1999 by and among the
Company, Standard Federal Bancorporation, Inc. ("Standard Federal"), Lehman
Brothers, Inc. ("Lehman Brothers") and ABN AMRO Incorporated ("AAI"), (ii) that
certain Terms Agreement (the "Terms Agreement") dated as of November 22, 2000 by
and among the Company, Standard Federal, Lehman Brothers and AAI, (iii) that
certain Purchase Agreement (the "Purchase Agreement") dated as of November 28,
2000 by and among the Company, Standard Federal and Lehman Brothers, and (iv)
the other documents referred to below. Terms used herein without definition
shall have the meanings given such terms in the Underwriting Agreement or the
Purchase Agreement, as the context requires.
My involvement in the above-referenced transaction has been for the limited
purpose of rendering the opinions set forth herein. I have assumed that the
parties to documents requiring execution and delivery, other than the Company,
have the power to enter into and perform all of their respective obligations
thereunder, and I have also assumed the due authorization by, and the due
execution and delivery of, such documents by each such party. When used in this
opinion, the term "to my knowledge" means that I have not made any independent
investigation, examination or inquiry to determine the existence or absence of
any facts (and have not caused
<PAGE>
Mayer, Brown & Platt
November 28, 2000
Page 2
the review of any court files or indices) with respect to the statements
qualified thereby, but I have no actual knowledge of any facts or circumstances
that would make such statements inaccurate, incomplete or untrue.
Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:
1. The Company is validly existing as a corporation in good standing under the
laws of the State of Delaware.
2. The execution and delivery by the Company of the Underwriting Agreement, the
Terms Agreement, the Purchase Agreement and applicable Pooling and Servicing
Agreement and the signing of the Registration Statement (as defined in the
Underwriting Agreement) by the Company are within the corporate power of the
Company and have been duly authorized by all necessary corporate action on the
part of the Company, and the Underwriting Agreement, the Terms Agreement, the
Purchase Agreement and the applicable Pooling and Servicing Agreement have been
duly executed and delivered by the Company and each is a valid and binding
obligation of the Company.
3. To my knowledge, neither the issue and sale of the Certificates (as defined
in the Underwriting Agreement) or the Purchased Certificates (as defined in the
Purchase Agreement) nor the consummation of the transactions contemplated herein
or therein nor the fulfillment of the terms hereof or thereof will conflict with
or constitute a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to,
any contract, indenture, mortgage, or other instrument to which the Company is a
party or by which it may be bound of which I am aware, other than the lien or
liens created by the applicable Pooling and Servicing Agreement, nor will such
action result in any violation of the provisions of the certificate of
incorporation or by-laws of the Company or any federal banking statute, rule or
regulation to which the Company is subject or by which it is bound or any writ,
injunction or decree of any court, governmental authority or regulatory body to
which it is subject or by which it is bound of which I am aware.
4. To my knowledge, other than as may be set forth or contemplated in the
Prospectus, there is no action, suit or proceeding of which I am aware before or
by any court or governmental agency or body, domestic or foreign, now pending
or, to the best of my knowledge, threatened against the Company which might
result in any material adverse change in the financial condition, earnings,
affairs or business of the Company, or which might materially and adversely
affect the
<PAGE>
Mayer, Brown & Platt
November 28, 2000
Page 3
properties or assets thereof or might materially and adversely affect the
performance by the Company of its obligations under, or the validity or
enforceability of, the Certificates, the Purchased Certificates, the
Underwriting Agreement, the Purchase Agreement or the Pooling and Servicing
Agreement, or which is required to be disclosed in the Registration Statement
(as defined in the Underwriting Agreement).
I am a member of the bar of the State of Illinois and, with the exception of the
opinions expressed in paragraph 1 (as to which I have relied on certificates
issued by the Secretary of State of Delaware), do not express any opinion with
respect to the laws of any jurisdiction other than the State of Illinois and the
Federal Law of the United States of America. Nothing herein expresses any
opinion with respect to state and federal securities laws, including the
Securities Act of 1933 or the Illinois Securities Law of 1953.
You are hereby authorized to furnish copies of this opinion to Lehman Brothers,
Inc. and ABN AMRO Incorporated, which shall be entitled to rely on said opinion
as if the same were addressed to them. This opinion is solely for your benefit
and that of Lehman Brothers, Inc. and ABN AMRO Incorporated, and may not be
relied upon, nor may copies be delivered to, any other person without the
written consent of the undersigned.
Sincerely,
/s/ Kirk P. Flores
Kirk P. Flores
KPF:mc
<PAGE>
SCHEDULE 2
----------
ABN AMRO Mortgage Group, Inc. KAREN SEVERN JACKSON
Vice President and Associate Counsel
777 East Eisenhower Parkway, Suite 700
Ann Arbor, Michigan 48108
(800) 542-9512
November 28, 2000
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
ABN AMRO Incorporated
208 South LaSalle Street
Chicago, Illinois 60602
Re: ABN AMRO Mortgage Corporation, Inc., Purchase of Mortgage Loans 2000-3
Ladies and Gentlemen:
As Vice President and Associate Counsel of ABN AMRO Mortgage Group, Inc., a
Delaware corporation ("AAMG"), I have acted as counsel to AAMG in connection
with the sale of Mortgage Loans by AAMG (in such capacity, the "Seller") to ABN
AMRO Mortgage Corporation ("Purchaser") pursuant to a Mortgage Loan Purchase
Agreement, dated as of November 28, 2000 (the "Purchase Agreement"), between the
Purchaser and AAMG, and as counsel to AAMG in connection with that certain
Pooling and Servicing Agreement dated as of November 1, 2000, (the "Pooling and
Servicing Agreement") by and among AAMG as Servicer (in such capacity, the
"Servicer"), ABN AMRO Mortgage Corporation as depositor, and The Chase Manhattan
Bank, as trustee. The Purchase Agreement and the Pooling and Servicing Agreement
shall hereinafter be referred to together as the "Agreements". All capitalized
terms not otherwise defined herein have the meanings given them in the
Agreements.
In rendering the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
the charter and by-laws of AAMG,
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
November 28, 2000
Page 2
the Agreements and such corporate records, agreements or other instruments of
AAMG, and such certificates, records and other documents, agreements and
instruments, including, among other things, certain documents delivered on the
Closing Date, as I have deemed necessary and proper as the basis for my
opinions. In connection with such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents, agreements and instruments
submitted to me as originals, the conformity to original documents, agreements
and instruments of all documents, agreements and instruments submitted to me as
copies or specimens, the authenticity of the originals of such documents,
agreements and instruments submitted to us as copies or specimens, the
conformity to executed original documents of all documents submitted to me in
draft and the accuracy of the matters set forth in the documents we reviewed. I
have also assumed that all documents, agreements and instruments have been duly
authorized, executed and delivered by all parties thereto, other than AAMG. As
to any facts material to such opinions that I did not independently establish or
verify, I have relied upon statements and representations of officers and other
representatives of AAMG as I have deemed necessary and proper as the basis for
my opinions, including, among other things, the representations and warranties
of Seller in the Purchase Agreement and Servicer in the Pooling and Servicing
Agreement.
Based upon the foregoing, I am of the opinion that:
1. AAMG is a corporation, duly organized, validly existing and in good
standing under the laws of the State of Delaware and either is not required to
be qualified to do business under the laws of any states where such
qualification is necessary to transact the business contemplated by the
Agreements, or is qualified to do business under the laws of any states where
such qualification is necessary to transact the business contemplated by the
Agreements, and AAMG is duly authorized and has full corporate power and
authority to transact the business contemplated by the Agreements.
2. The Purchase Agreement has been duly authorized, executed and
delivered by AAMG and is a legal, valid and binding obligation of and is
enforceable against AAMG in accordance with its terms, except that the
enforceability thereof may be subject to (A) bankruptcy, insolvency,
receivership, conservatorship, reorganization, moratorium or other laws, now or
hereafter in effect, relating to creditors' rights generally or the right of
creditors of federal savings banks, (B) general principles of equity (regardless
of whether enforcement is sought in a proceeding in equity or at law), and (C)
limitations of public policy under applicable securities laws as to rights of
indemnity and contribution under the Purchase Agreement.
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
November 28, 2000
Page 3
3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by AAMG of or compliance by
AAMG with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.
4. Neither the execution and delivery by AAMG of the Purchase
Agreement, nor the consummation by AAMG of the transactions contemplated
therein, nor the compliance by AAMG with the provisions thereof, will conflict
with or result in a breach of any of the terms, conditions or provisions of
AAMG's charter or by-laws or any agreement or instrument to which AAMG is now a
party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any law,
rule, regulation, order, judgment or decree to which AAMG or its property is
subject, which, in any of the above cases, would materially and adversely affect
AAMG's ability to perform its obligations under the Purchase Agreement.
5. There is not an action, suit, proceeding or investigation pending,
or, to the best of my knowledge, threatened against AAMG which, either in any
one instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of AAMG contemplated therein, or which would
be likely to materially impair the ability of AAMG to perform under the terms of
the Purchase Agreement.
6. The execution and delivery by AAMG of the Pooling and Servicing
Agreement is within the corporate power of AAMG and has been duly authorized by
all necessary corporate action on the part of AAMG; and, neither the execution
and delivery of the Pooling and Servicing Agreement nor the consummation of the
transaction provided for therein, nor compliance with the provisions thereof,
will conflict with or constitute a breach of, or default under, any contract,
indenture, mortgage, loan agreement, note, lease, deed of trust, or other
instrument to which AAMG is a party or by which it may be bound, nor will such
action result in any violation of the provisions of the articles of
incorporation or by-laws of AAMG or, any law, administrative regulation or
administrative or court decree of which I am aware.
7. The Pooling and Servicing Agreement has been duly executed and
delivered by AAMG and constitutes a legal, valid and binding obligation of AAMG
enforceable against
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
November 28, 2000
Page 4
AAMG in accordance with its terms, except that such enforceability thereof may
be subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally, or the rights of
federally chartered thrift institutions and their subsidiaries, and subject, as
to enforceability, to general principles of equity (regardless whether
enforcement is sought in a proceeding in equity or at law).
8. The execution, delivery and performance by AAMG of the Pooling and
Servicing Agreement do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of any federal, state or other governmental agency or authority which has not
previously been effected.
9. There is no action, suit or proceeding of which I am aware before or
by any court or governmental agency or body, domestic or foreign, now pending,
or to the best of my knowledge, threatened, against AAMG which might materially
and adversely affect the performance by AAMG under, or the validity or
enforceability of the Pooling and Servicing Agreement.
10. The description of the Servicer in the Prospectus Supplement, dated
November 22, 2000, to the Prospectus dated October 12, 1999, relating to the
Certificates and filed with the Securities and Exchange Commission by ABN AMRO
Mortgage Corporation pursuant to Rule 424(b) under the rules and regulations of
the Securities and Exchanges Commission, is true and correct in all material
respects.
The Opinions expressed herein are limited to matters of federal and
Michigan law and do not purport to cover any matters as to which laws of any
other jurisdiction are applicable. Except as expressly provided herein, this
opinion is being furnished to the addressees hereof solely for their benefit in
connection with the transactions contemplated in the Agreements, and it is not
to
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
November 28, 2000
Page 5
be used, circulated, quoted or otherwise referred to for any purpose without
my express written consent.
Sincerely,
ABN AMRO Mortgage Group, Inc.
By: /s/ Karen Severn Jackson
----------------------------------
Karen Severn Jackson
Its: Vice President and
Associate Counsel
KSJ/amc
<PAGE>
SCHEDULE 3
----------
THE CHASE MANHATTAN BANK THOMAS F. GODFREY
270 Park Avenue, 41st Floor Vice President and
New York, NY 10017-2070 Assistant General Counsel
Tel 212-270-6949 Legal Department
November 28, 2000
ABN AMRO Incorporated
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, IL 60602
ABN AMRO Mortgage Group, Inc.
2600 West Big Beaver Road
Troy, MI 48084
Fitch, Inc.
One State Street Plaza, 30th Floor
New York, NY 10004
Lehman Brothers Inc.
Three World Financial Center
New York, NY 10285
Standard & Poor's Corporation
55 Water Street
New York, NY 10014
Re: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 2000-3
(the "Certificates")
Ladies and Gentlemen:
I am a Vice President and Assistant General Counsel of The Chase Manhattan
Bank ("Chase") and, as such, have reviewed the Pooling and Servicing Agreement
dated as of November 1, 2000 (the "Agreement") among ABN AMRO Mortgage
Corporation, ABN AMRO Mortgage Group, Inc., and Chase, as trustee (the
"Trustee").
<PAGE>
ABN AMRO Incorporated et al. Page 2
In rendering this opinion, I have also reviewed such corporate records,
agreements, certificates, opinions and other documents, and such provisions of
law, as I have deemed relevant and appropriate as a basis for the opinions
hereinafter expressed. In such review I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity to the original documents of all documents submitted to me as
copies. In making my examination of any documents, I have assumed that all
parties to such documents other than the Trustee had the corporate power and
authority to enter into and to perform all obligations thereunder, and as to
such parties, I have also assumed the due authorization by all requisite
corporate action and the due execution and delivery of such documents and the
validity and binding effect thereof. I have relied as to matters of fact upon
statements of officers of the Trustee and others without any independent
investigation or verification thereof.
Based on the foregoing review, and subject to the qualifications expressed
herein, I am of the opinion that the Agreement is a valid and legally binding
obligation of the Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and transfer, and similar laws affecting creditors' rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
I am admitted to practice law only in the State of New York and the
opinions expressed above are limited to the laws of the State of New York.
This opinion letter is limited to the matters expressly set forth herein,
and no opinion is implied or may be inferred beyond such matters. I am
furnishing this opinion to you solely for your benefit in connection with the
Agreement, and no other person is entitled to rely hereon. This opinion may not
be used, circulated, quoted or otherwise referred to for any other purpose
without my prior written consent.
Very truly yours,
/s/ Thomas F. Godfrey
Thomas F. Godfrey
Vice President and
Assistant General Counsel
<PAGE>
SCHEDULE 4
----------
CHARLES H. WATERS, JR.
Attorney at Law
Chase Tower
600 Travis Street, Suite 1150
Houston, TX 77002
Mailing Address: Telephone: (713) 216-8507
P.O. Box 4717 Telecopier: (713) 577-5200
Houston, Texas 77210-4717 E-mail: [email protected]
November 28, 2000
To the Addressees Listed on Exhibit A hereto:
Re: ABN AMRO Mortgage Corporation
Series 2000-3 Multi-Class Mortgage Pass-Through Certificates
(the "Series 2000-3 Certificates")
Ladies and Gentlemen:
I have acted as counsel to The Chase Manhattan Bank, a New York banking
corporation, in its capacity as trustee (the "Trustee"), in connection with the
issuance of the referenced Series 2000-3 Certificates, issued pursuant to a
Pooling and Servicing Agreement dated as of November 1, 2000 (the "Agreement"),
by and among ABN AMRO Mortgage Corporation, as Depositor, ABN AMRO Mortgage
Group, Inc., as Servicer, and the Trustee. In connection therewith, I have
reviewed the Agreement, the articles of incorporation, bylaws and resolutions of
the Board of Directors of the Trustee, and such other documents as I have deemed
necessary or advisable as a basis for the opinions herein expressed.
In my examination, I have assumed the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the accuracy of the statements
contained in such documents.
Based upon the foregoing and subject to the qualifications set out herein,
under applicable law of the State of Texas and the United States of America in
force and effect as of the date hereof, I am of the opinion that:
<PAGE>
ABN AMRO Mortgage Corporation, et al.
November 28, 2000
Page 2
1. The Trustee is duly organized, validly existing and in good standing
as a New York banking corporation having fiduciary powers, with full corporate
and other power and authority to conduct its business and affairs as a trustee.
2. The Trustee has duly accepted the office of trustee under the
Agreement.
3. The Trustee has full right, power and authority to execute and
deliver the Agreement as trustee, to perform its obligations thereunder and to
consummate all of the transactions contemplated by the Agreement.
4. The Trustee has duly authorized, executed and delivered the
Agreement.
5. The execution and delivery of the Agreement by the Trustee, and its
performance of and compliance with the terms of the Agreement, will not violate
the Trustee's charter or bylaws and will not constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which
the Trustee is a party or which is applicable to any of its assets.
6. The Trustee is not in violation of, and its execution and delivery
of the Agreement and its performance of and compliance with the terms thereof,
will not conflict with or constitute a violation of, any law, any order or
decree of any court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority, which violation
would materially and adversely affect either the ability of the Trustee to
perform its obligations under the Agreement or the financial condition of the
Trustee.
7. No litigation is pending or, to the best knowledge of the
undersigned, threatened against the Trustee which would prohibit the Trustee
from entering into the Agreement or which would materially and adversely affect
either the ability of the Trustee to perform its obligations under the Agreement
or the financial condition of the Trustee.
8. No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body having
jurisdiction over the Trustee is required for the execution, delivery or
performance by the Trustee of its obligations under the Agreement.
9. The Series 2000-3 Certificates have been duly and validly executed,
authenticated and delivered by the Trustee in accordance with the Agreement.
<PAGE>
ABN AMRO Mortgage Corporation, et al.
November 28, 2000
Page 3
I express no opinion with respect to the applicability or effect of any
state or federal securities laws or of any federal, state or local tax laws. I
am a member of the Texas Bar only and express no opinion on the laws of any
jurisdiction other than the State of Texas and, to the extent applicable, the
United States of America.
Very truly yours,
/s/ Charles H. Waters, Jr.
Charles H. Waters, Jr.
<PAGE>
Re: ABN AMRO Mortgage Corporation
Series 2000-3 Multi-Class Mortgage Pass-Through Certificates
EXHIBIT A TO OPINION OF CHARLES H. WATERS, JR.
Addressees of Opinion
<TABLE>
<S> <C>
ABN AMRO Mortgage Corporation 181 West Madison The Chase Manhattan Bank, as Trustee
Street, Suite 3250 600 Travis Street, 9th Floor
Chicago, Illinois 60602 Houston, Texas 77002
ABN AMRO Mortgage Group, Inc. Mayer, Brown & Platt
2600 West Big Beaver Road 190 South LaSalle Street
Troy, Michigan 48084 Chicago, Illinois 60603-3411
Standard & Poor's Ratings Services, a Lehman Brothers Inc.
Division of The McGraw-Hill Companies, Inc. Three World Financial Center
55 Water Street, 41st Floor New York, New York 10285-1200
New York, New York 10041-0003
ABN AMRO Incorporated
Fitch, Inc. 181 West Madison Street, Suite 3250
One State Street Plaza, 32nd Floor Chicago, Illinois 60602
New York, New York 10004
Thacher Proffitt & Wood
2 World Trade Center, 40th Floor
New York, New York 10048
</TABLE>
