November 17, 2000
Citicorp Mortgage Securities, Inc.
12855 North Outer Forty Drive
St. Louis, MO 63141
Re: Citicorp Mortgage Securities, Inc.
REMIC Pass-Through Certificates, Series 2000-5
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Ladies and Gentlemen:
We have acted as special tax counsel to Citicorp Mortgage Securities,
Inc., a Delaware corporation (the "Company"), in connection with the issuance of
certificates designated as Citicorp Mortgage Securities, Inc. REMIC Pass-Through
Certificates, Series 2000-5, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class
A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18,
Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class
A-25, Class A-26, Class A-27, Class A-28, Class A-29, Class A-30, Class A-31,
Class A-32, Class A-PO, Class M, Class B-1 and Class B-2 Certificates (the
"Certificates") pursuant to the Pooling and Servicing Agreement (the "Pooling
Agreement"), dated as of November 1, 2000, between the Company and The Bank of
New York (the "Trustee").
The Company's Registration Statement on Form S-3 (File No. 333-72459) was
filed with the Securities and Exchange Commission (the "Commission") on February
16, 1999 and was declared effective on May 7, 1999 (the "Registration
Statement"). The Certificates have been offered pursuant to the Core Prospectus
dated November 17, 2000 (the "Core Prospectus") and the Prospectus Supplement
relating to the Certificates dated November 17, 2000 (the "Prospectus
Supplement" and, together with the Core Prospectus, the "Prospectus").
In rendering the opinion set forth below, we have examined and relied upon
the following: (i) the Registration Statement and the Prospectus, (ii) the
Pooling Agreement and (iii) such other documents, records and instruments as we
have deemed necessary for the purposes of this opinion.
As counsel to the Company, we have advised the Company with respect to
certain federal income tax aspects of the proposed issuance of the Certificates.
Such advice has formed the basis for the description of material federal income
tax consequences for holders of the Certificates that appears under the heading
"Taxation of Certificate holders" and "Taxation of the Trust" in the Core
Prospectus and "Federal income tax consequences" in the Prospectus Supplement.
Such descriptions do 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 that are discussed, in our opinion, the
descriptions are accurate in all material respects.
We are furnishing this opinion letter to you solely for your benefit in
connection with the transactions referred to herein. This opinion letter is not
to be relied upon, used, circulated, quoted or otherwise referred to by any
other person or entity or for any other purpose without our prior written
consent. In addition, we disclaim any obligation to update this opinion for
changes in fact or law, or otherwise.
We hereby consent to the filing of this letter and to the reference to
this firm under the heading "Legal Opinions" in the Prospectus. This consent is
not to be construed as an admission that we are a person whose consent is
required to be filed with the Prospectus under the provisions of the Securities
Act of 1934, as amended.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
