[Sidley & Austin Letterhead]
Exhibits 8.2 and 23.2
June 29, 2000
Salomon Brothers Mortgage Securities VII, Inc.
388 Greenwich Street
New York, New York 10013
Re: Salomon Brothers Mortgage Securities VII, Inc.
Commercial Mortgage Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as co-counsel for Salomon Brothers Mortgage
Securities VII, Inc., a Delaware corporation (the "Registrant"), in connection
with a registration statement on Form S-3 (the "Registration Statement") filed
by the Registrant on or about the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act"). In
particular, our representation of the Registrant in connection with the
Registration Statement is limited to the extent that the Registration Statement
relates to the offering of various series of commercial mortgage pass-through
certificates (the "Offered CMBS").
Each series of Offered CMBS are to be sold as described in the
Registration Statement, any amendment thereof, and the prospectus and prospectus
supplement relating to such series of Offered CMBS (the "Prospectus" and
"Prospectus Supplement", respectively). In general, each series of Offered CMBS
will be issued under a pooling and servicing agreement (a "Pooling and Servicing
Agreement") between the Registrant and the master servicer, special servicer and
trustee named therein. A form of Pooling and Servicing Agreement has been
incorporated by reference into the Registration Statement from an earlier
registration statement on Form S-3 filed by the Registrant.
In acting on behalf of the Registrant, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we deemed necessary
for the purposes of this opinion. In our examination, we have assumed the
following: (a) the genuineness of all signatures; (b) the legal capacity of
natural persons; (c) the authenticity of all documents submitted to us as
originals; (d) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents; and (e) the truth, accuracy and completeness of the
information, representations and warranties contained in the records, documents,
instruments and certificates that we have reviewed. As to any facts material to
the opinions expressed herein which were not known
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to us, we have relied upon certificates, statements and representations of
officers and other representatives of the Registrant and others.
Based upon and subject to the foregoing, we are of the opinion
that the description set forth under the caption "Federal Income Tax
Consequences" in the form of Prospectus included in the Registration Statement
that relates to Offered CNIBS correctly describes, as of the date hereof, the
material aspects of the federal income tax treatment of an investment in Offered
CMBS to investors that are United States Persons (as defined in that form of
Prospectus) and, where expressly indicated therein, to investors that are not
United States Persons.
We know that we are referred to under the heading "Federal
Income Tax Consequences" in the form of Prospectus included in the Registration
Statement that relates to Offered CMBS and will be referred to under the heading
"Federal Income Tax Consequences" in the Prospectus Supplement for each series
of Offered CMBS with respect to which we act as counsel to the Registrant, and
we hereby consent to such use of our name in that form of Prospectus and each
such Prospectus Supplement and to the use of this opinion for filing in
connection with the Registration Statement. 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.
We express no opinion as to any laws other than the federal
laws of the United States of America, and do not express any opinion, either
implicitly or otherwise, on any issue not expressly addressed above.
Very truly yours,
/S/ Sidley & Austin
