[ORRICK, HERRINGTON & SUTCLIFFE LLP]
Exhibit 8.1
November 13, 2000
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, NY 10010
Ladies and Gentlemen:
We have advised Credit Suisse First Boston Mortgage Securities Corp. (the
"Registrant") with respect to federal income tax aspects of the issuance by the
Registrant of its Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates (the "Certificates"), issuable in series (each, a
"Series"). In connection therewith we have prepared the description of federal
income tax consequences to holders of the Certificates that appears under the
heading "Material Federal Income Tax Consequences" in the prospectus (the
"Prospectus") forming a part of the Registration Statement on Form S-3 (the
"Registration Statement") filed on November 13, 2000 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). In our opinion, such discussion is a discussion of the
material federal income tax consequences of purchasing, holding and disposing of
the Certificates (and also includes a discussion of certain minor and incidental
consequences as well). In our opinion, to the extent the description of the
material federal income tax consequences of purchasing, holding and disposing of
the Certificates is a discussion of law or legal conclusions, such description
is true and correct in all material respects. To the extent that such discussion
explicitly states our opinion, we hereby confirm and adopt such opinion herein.
In our opinion: (1) with respect to each Series of REMIC certificates (issued as
described in the Prospectus), the related mortgage pool (or portion thereof)
will be classified as one or more "real estate mortgage investment conduits"
("REMICs") and not an association taxable as a corporation (or publicly traded
partnership treated as a corporation) and each class of Certificates will
represent ownership of "regular" or "residual" interests in a REMIC, (2) with
respect to each Series of FASIT certificates (issued as described in the
Prospectus), the related pool (or portion thereof) will be classified as one or
more "financial asset securitization trusts" ("FASITs") and not an association
taxable as a corporation (or publicly traded partnership treated as a
corporation) and each class of Certificates will represent a "regular" interest
in a FASIT, and (3) with respect to each other Series of Certificates (issued as
described in the Prospectus), the related trust fund will be a grantor trust for
federal income tax purposes and not an association taxable as a corporation (or
publicly traded partnership treated as a corporation) and each holder will be
treated as holding an equity interest in such grantor trust.
You should be aware that the discussion under "Material Federal Income Tax
Consequences" in the Prospectus is intended as an explanatory discussion of the
consequences of
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holding the Certificates generally and does not purport to furnish information
in the level of detail or with the investor's specific tax circumstances that
would be provided by an investor's own tax advisor. Accordingly, the Prospectus
indicates that it is recommended that each prospective investor consult with its
own tax advisor regarding the application of United States federal income tax
law, as well as any state, local, foreign or other tax laws, to their particular
situations.
You should be aware that this opinion applies to the Certificates as
described in the Registration Statement. The Prospectus indicates that with
respect to each Series of Certificates, Registrant's then current counsel will
be identified in the related prospectus supplement and, if such counsel is other
than Orrick, Herrington & Sutcliffe LLP or Brown & Wood LLP, will confirm
(modify or supplement) the aforementioned opinions.
In reaching the conclusions set forth herein, we have reviewed, relied
upon, and assumed full compliance with the Pooling and Servicing Agreement or
Trust Agreement and such other documents that we have deemed necessary or
appropriate as a basis for the opinion contained herein. With your permission,
we have further 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 made in
conferences or contained in the records, documents, instruments and certificates
we have reviewed; (d) the due authorization, execution, and delivery on behalf
of the respective parties thereto of documents referred to herein and the legal,
valid and binding effect thereof on such parties; and (e) the absence of any
agreements or understandings among any other parties not contemplated by the
aforementioned transaction documents. As to any facts material to this opinion
which we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Registrant and others.
We express no opinion as to the law of any jurisdiction other than the
federal income tax laws of the United States of America.
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, as supplemented by
the prospectus supplement relating to a Series of Certificates. 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
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Exhibit 8.2
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 special tax 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 the forms of prospectus supplements and prospectus
contained in the Registration Statement (the "Prospectus Supplements" and
"Prospectus", respectively) and such other records, documents and instruments as
we have deemed necessary for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the part
of the Company, the Trustee, the Servicer, if any, and any other party thereto
and will be duly executed and delivered by the Company, the Trustee, the
Servicer, if any, and any other party thereto substantially in the form filed as
an exhibit to the Registration Statement; that each Series of Certificates will
be duly executed and delivered in substantially the forms set forth in the
related Agreement filed as an exhibit to the Registration Statement; that each
Series of Certificates will be sold as described in the Registration Statement;
and we have relied upon the documents referred to above (the "Documents"). We
have assumed that all parties had the corporate power and authority to enter
into and perform all obligations thereunder, and we have also assumed the due
authorization by all requisite corporate actions, the due execution and delivery
and the validity and binding effect and enforceability of such Documents. We
have made investigations of such matters of law and fact as we have considered
necessary or appropriate for the purpose of this opinion.
Our opinion is also based on the assumption that there are no agreements
or understandings with respect to the transactions contemplated in the Documents
other than those contained in the Documents. Furthermore, our opinion is based
on the assumption that all parties to the Documents will comply with the terms
thereof, including all tax reporting requirements contained therein.
As special tax counsel to the Company, we have advised the Company with
respect to certain federal income tax aspects of the proposed issuance of each
Series of Certificates pursuant to the related Agreement. Such advice has formed
the basis for the description of selected federal income tax consequences for
holders of such Certificates that appears under the heading "Material Federal
Income Tax Consequences" or "Federal Income Tax Consequences," as the case may
be, in the Prospectus Supplements and Prospectus forming a part of the
Registration Statement. Such description does not purport to discuss all
possible federal income tax ramifications of the proposed issuance of the
Certificates, but with respect to those federal income tax consequences which
are discussed, in our opinion, the description is accurate in all material
respects.
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as described
above, and we do not express an opinion on any other legal or income tax aspect
of the transactions contemplated by the Documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal income tax laws of the United States.
This opinion is rendered as of the date hereof and we undertake no obligation to
update this opinion or advise you of changes in the event there is any change in
legal authorities, facts, assumption or Documents on which this opinion is based
(including the taking of any action by any party to the Documents pursuant to
any opinion of counsel or a waiver), or any inaccuracy in any of the
representations, warranties or assumptions upon which we have relied in
rendering this opinion, unless we are specifically engaged to do so. Because the
Prospectus Supplements and Prospectus contemplate Series of Certificates with
numerous different characteristics, you should be aware that the particular
characteristics of each Series must be considered in determining the
applicability of this opinion to a particular Series of Certificates. The
opinion may not be relied upon for any other purpose, or relied upon by any
other person, firm or corporation for any purpose, without our prior written
consent.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Material Federal Income Tax Consequences" or "Federal Income Tax Consequences,"
as the case may be, in the Prospectus Supplements and Prospectus forming a part
of 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
