[ORRICK, HERRINGTON & SUTCLIFFE LLP]
Exhibit 5.1
November 13, 2000
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3,
to be filed by Credit Suisse First Boston Mortgage Securities Corp., a Delaware
corporation (the "Registrant"), with the Securities and Exchange Commission on
November 13, 2000 (the "Registration Statement"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates
(the "Certificates"). The Certificates are issuable in series (each, a "Series")
under either a separate Pooling and Servicing Agreement, among the Registrant,
as depositor, the servicer named in the prospectus supplement and the trustee
named in the prospectus supplement (each such agreement, a "Pooling and
Servicing Agreement") or a separate Trust Agreement, between the Registrant, as
depositor and the trustee named in the prospectus supplement (each such
agreement, a "Trust Agreement"). The Certificates of each Series are to be sold
as set forth in the Registration Statement, any amendment thereto, and the
prospectus and prospectus supplement relating to such Series.
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; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that when the
Certificates of such Series have been duly executed, authenticated and delivered
in accordance with the Pooling and Servicing Agreement or Trust Agreement
relating to such Series and sold, the Certificates will be legally issued, fully
paid, binding obligations of the trust created by the Pooling and Servicing
Agreement or Trust Agreement, as applicable, and the holders of the Certificates
will be entitled to the benefits of the Pooling and Servicing Agreement or the
Trust Agreement, as applicable, 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 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 Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
Exhibit 5.2
November 13, 2000
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Credit Suisse First Boston Mortgage
Securities Corp., a Delaware corporation (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") relating to
the Certificates (defined below) and the authorization and issuance from time to
time in one or more series (each, a "Series") of Conduit Mortgage and
Manufactured Housing Contract Pass-Through Certificates (the "Certificates").
Pursuant to Rule 429 of the Securities and Exchange Commission Rules and
Regulations under the Securities Act of 1933, as amended (the "Securities Act"),
the Prospectus Supplements and Prospectus contained in the Registration
Statement also relate to the Company's registration statement No. 333-37616 as
previously filed on Form S-3. The Registration Statement is being filed with the
Securities and Exchange Commission under the Securities Act. As set forth in the
Registration Statement, each Series of Certificates will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement or
trust agreement (each, an "Agreement") among the Company, a trustee (the
"Trustee") and, where appropriate, one or more servicers (the "Servicer"), each
to be identified in the prospectus supplement for such Series of Certificates.
We have examined copies of the Company's Certificate of Incorporation, the
Company's By-laws and forms of each Agreement, as filed or incorporated by
reference as exhibits to the Registration Statement, the forms of prospectus
supplements and prospectus contained in the Registration Statement (the
"Prospectus Supplements" and "Prospectus", respectively) and the forms of
Certificates included in any Agreement so filed or incorporated by reference in
the Registration Statement and such other records, documents and statutes as we
have deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that, assuming that the
Certificates have been duly executed and authenticated by the Trustee, when
delivered and paid for, the Certificates will be validly issued and outstanding
and entitled to the benefits of the Agreement.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein) and the federal laws of the United States of
America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement without admitting that we are "experts" within the
meaning of the Securities 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 exhibit.
Very truly yours,
/s/ Brown & Wood LLP
