[Sidley & Austin Letterhead]
Exhibits 5.2 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, as amended (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 is 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 to us, we have relied upon
certificates, statements and representations of officers and other
representatives of the Registrant and others.
<PAGE>
In rendering this opinion, we have assumed that the Pooling
and Servicing Agreement with respect to each series of Offered CMBS is executed
and delivered substantially in the form incorporated by reference into the
Registration Statement and that the transactions contemplated to occur with
respect to each series of Offered CMBS under the Registration Statement, the
related Prospectus, the related Prospectus Supplement and the related Pooling
and Servicing Agreement in fact occur in accordance with the terms thereof. We
have also assumed, with respect to each series of Offered CMBS, that:
(a) each party to the related Pooling and Servicing Agreement
has the power and authority to enter into and perform all of such
party's obligations thereunder, and
(b) when the related Pooling and Servicing Agreement has been
duly authorized by all necessary action, executed and delivered by each
party thereto, it will constitute the valid and binding obligation of
each party thereto, enforceable against such party in accordance with
its terms.
Based upon and subject to the foregoing, we are of the opinion
that when
(i) the Registration Statement becomes effective,
(ii) the issuance and principal terms of a series of Offered
CMBS have been duly authorized by all necessary action by the
Registrant,
(iii) the Pooling and Servicing Agreement for such Offered
CMBS has been duly authorized by all necessary action, executed and
delivered by each party thereto, and
(iv) such Offered CMBS have been duly executed, authenticated
and delivered in accordance with the terms and conditions of the
related Pooling and Servicing Agreement and sold in the manner
described in the Registration Statement, in any amendment thereto, and
in the Prospectus and Prospectus Supplement relating thereto,
such Offered CMBS will be legally and validly issued and outstanding, fully paid
and nonassessable, and the holders of such Offered CMBS will be entitled to the
benefits of the related Pooling and Servicing Agreement.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the use of our name under the
heading "Legal Matters" in the Prospectus and Prospectus Supplement relating to
each series of Offered CMBS with respect to which we act as counsel to the
Registrant. In giving such consent, we do not consider that we are "experts",
within the meaning of that 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.
<PAGE>
We express no opinion as to any laws other than the laws of
the State of New York and do not express any opinion, either implicitly or
otherwise, on any issue not expressly addressed above.
Very truly yours,
/S/ Sidley &Austin
