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 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 Securities (defined below) and the authorization and issuance from time
to time in one or more series (each, a "Series") of up 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"). 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 (the "Trustee") and, where
appropriate, one or more servicers (the "Servicer"), each to be identified in
the prospectus supplement for such Series of Securities.
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, and the forms of
Securities 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 when delivered and paid for, the Certificates will be
validly issued and outstanding and entitled to the benefits of the related
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
Company's Reception Form 8-K dated the date hereof.
Very truly yours,
