EXHIBIT 5(1)(c)
[Orrick, Herrington & Sutcliffe LLP letterhead]
December 29, 2000
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010-3629
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement"), as prepared for filing by Credit Suisse First
Boston Mortgage Securities Corp., a Delaware corporation (the "Registrant"), in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of Commercial/Multifamily Mortgage Pass-Through Certificates (the
"Securities"). The Securities are issuable in Series under separate Pooling and
Servicing Agreements by and among the Registrant and a Trustee named therein.
The Securities of each Series are to be sold as set forth in the Registration
Statement, any amendments thereto, and the Prospectus and Prospectus Supplement
relating to the Securities of such Series. All capitalized terms used herein
that are not otherwise defined have the meanings set forth in the Prospectus
contained in the Registration Statement.
We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; (c) the truth, accuracy
and completeness of the information, representations and warranties contained in
the records, documents, instruments and certificates we have reviewed; and (d)
that, as to each party (other than the Registrant) to a Pooling and Servicing
Agreement, each Pooling and Servicing Agreement will be a legal, valid and
binding obligation enforceable in accordance with its respective terms.
Based on such examination, we are of the opinion that when the issuance of
each Series of the Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed, authenticated
and delivered in accordance with the related Pooling and Servicing Agreement and
sold in the manner described in the Registration Statement, any amendment
thereto and the Prospectus and Prospectus Supplement relating thereto, the
Securities will be legally issued, fully paid, non-assessable and binding
obligations of the Trust created by the applicable Pooling and Servicing
Agreement, and the holders of the Securities of such Series will be entitled to
the benefits of the Pooling and Servicing Agreement, except as enforcement
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, fraudulent conveyance, moratorium, or other laws relating to or
affecting the rights of creditors generally and general principles of equity,
including without limitation concepts of materiality, reasonableness, good faith
and fair dealing, and the possible unavailability of specific performance or
injunctive relief, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion letter as an exhibit or
otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
