[CADWALADER LETTERHEAD]
December 29, 2000
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Security Corp.
Commercial/Multifamily Mortgage Pass-Through Certificates
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Credit Suisse First Boston
Mortgage Securities Corp. (the "Registrant") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of Credit Suisse First
Boston Mortgage Security Corp. Commercial/Multifamily Mortgage Pass-Through
Certificates (the "Certificates"), and the related filing of a Registration
Statement on Form S-3 (the "Registration Statement") relating to the
Certificates. The Certificates are issuable in series under separate pooling and
servicing agreements (each such agreement, a "Pooling and Servicing Agreement")
among the Registrant, a master servicer, a special servicer and/or a REMIC
administrator to be identified in the prospectus supplement for each such series
of Certificates.
In rendering the opinions set forth below, we have examined and
relied upon the originals, copies or specimens, certified or otherwise
identified to our satisfaction, of the Pooling and Servicing Agreement, the
Registration Statement and such certificates, corporate and public records,
agreements and instruments and other documents, including, among other things,
the documents delivered on the date hereof, as we have deemed appropriate as a
basis for the opinions expressed below. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, the conformity of the text of each document filed with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System to the printed document reviewed by us, and the accuracy of the matters
set forth in the documents, agreements and instruments we reviewed. As to any
facts material to such opinions that were not known to us, we have relied upon
statements and representations of officers and other representatives of the
Registrant and of public officials. Except as expressly set forth herein, we
have not undertaken any independent investigation (including, without
limitation, conducting any review, search or investigation of any public files,
records or dockets) to determine the existence or absence of the facts that are
material to our opinions, and no inference as to our knowledge concerning such
facts should be drawn from our reliance on the representations of the Registrant
in connection with the preparation and delivery of this letter.
We have also assumed that all documents, agreements and instruments
have been duly authorized, executed and delivered by all parties thereto, that
all such parties had the power and legal right to execute and deliver all such
documents, agreements and instruments, and that such documents, agreements and
instruments are valid, binding and enforceable obligations of such parties.
We express no opinion concerning the laws of any jurisdiction other
than the laws of the State of New York (without regard to conflicts of laws
principles), and, to the extent expressly referred to in this opinion letter,
the federal laws of the United States of America. In rendering this opinion
letter, we have not passed upon and do not pass upon the application of the
"doing business' or securities laws of any jurisdiction. This opinion letter is
further subject the qualification that enforceability may be limited by: (1)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors' rights generally;
(2) general principles of equity (regardless of whether enforcement is sought in
a proceeding at law or in equity); (3) forum non conveniens or venue clauses;
(4) waivers of rights or protective legal requirements; (5) setoff clauses; (6)
limitations of liability; and (7) severability clauses. Furthermore, enforcement
of rights with respect to indemnification and contribution obligations and
provisions (a) purporting to waive or limit rights to trial by jury, oral
amendments to written agreements or rights of setoff or (b) relating to
submission to jurisdiction or service of process, may be limited by applicable
law or considerations of public policy.
Based upon and subject to the foregoing, we are of the opinion that,
with respect to a series of Certificates as to which we are designated as
counsel in the applicable prospectus supplement:
1. When a Pooling and Servicing Agreement for such series of
Certificates has been duly authorized by all necessary action and duly
executed and delivered by the parties thereto, the Pooling and Servicing
Agreement will be a legal and valid obligation of the Registrant.
2. When a Pooling and Servicing Agreement for such series of
Certificates has been duly authorized by all necessary action and duly
executed and delivered by the parties thereto, and when the Certificates
of such series have been duly executed and authenticated in accordance
with the provisions of the Pooling and Servicing Agreement and issued
and sold as contemplated in the Registration Statement and the
prospectus and prospectus supplement delivered in connection therewith,
the Certificates will be legally and validly issued and outstanding,
fully paid and non-assessable, and the holders of the Certificates will
be entitled to the benefits of the Pooling and Servicing Agreement. 3.
The description of federal income tax consequences appearing under the
heading "Certain Federal Income Tax Consequences" in the prospectus
contained in the Registration Statement accurately describes the
material federal income tax consequences to holders of Offered
Certificates, under existing law and subject to the qualifications and
assumptions stated therein.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement, and to the use of our name in the prospectus
included in the Registration Statement under the headings "Legal Matters" and
"Certain Federal Income Tax Consequences". 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
