August 28, 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
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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, as amended (the
"Registration Statement"), referred to above relating to $5,018,133,600
aggregate principal amount of Mortgage-Backed Pass-Through Certificates (the
"Certificates") and Mortgage-Backed Notes (the "Notes" and, together with the
Certificates, the "Securities") issuable in series (each, a "Series"). The
Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. As set forth in the
Registration Statement, each Series of Securities will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement or
indenture (each, an "Agreement") among the Company, a trustee and, where
appropriate, one or more servicers to be identified in the prospectus
supplement for such Series of Securities (the "Trustee" and the "Servicer" for
such Series, respectively).
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") 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
Securities 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 Securities 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 Securities pursuant to the related Agreement. Such advice has formed
the basis for the description of selected federal income tax consequences for
holders of such Securities that appears under the heading "Material Federal
Income Tax Consequences" in the 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 Securities, 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.
This opinion is rendered only to those to whom it is addressed and may not be
relied on in connection with any transactions other than the transactions
contemplated herein. 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" in the Prospectus forming a part of
the Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act of 1933, as amended, 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,
