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EXHIBITS (ITEM 16 OF FORM S-3).
Exhibits--
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*1.1 -- Form of Underwriting Agreement.
***3.1 -- Certificate of Incorporation of DLJ Mortgage Corp., as currently in
effect.
*3.2 -- Bylaws of DLJ Mortgage Acceptance Corp. as currently in
effect.
*4.1 -- Forms of Trust Agreement including forms of Certificates.
*4.2 -- Form of Sale and Servicing Agreement.
*4.3 -- Form of Standard Provisions for Servicing.
***4.4 -- Form of Servicing Agreement, for a series consisting of Mortgage-Backed
Notes.
***4.5 -- Form of Trust Agreement, for a series consisting of Mortgage-Backed
Notes.
***4.6 -- Form of Indenture, for a series consisting of Mortgage-Backed Notes.
5.1 -- Opinion of Thacher Proffitt & Wood regarding the legality of the
Securities.
5.2 -- Opinion of Stroock & Stroock & Lavan LLP regarding the legality of the
Securities.
5.3 -- Opinion of Brown & Wood LLP regarding the legality of the Securities.
5.4 -- Form of opinion of counsel regarding legality, to be filed before any
sale of a series of Certificates.
5.5 -- Form of an opinion of counsel regarding legality, to be filed before any
sale of a series of Notes.
8.1 -- Opinion of Thacher Proffitt & Wood as to certain tax matters (included
in Exhibit 5.1).
8.2 -- Opinion of Stroock & Stroock & Lavan LLP as to certain tax matters
(included in Exhibit 5.2).
8.3 -- Opinion of Brown & Wood LLP as to certain tax matters.
8.4 -- Form of an opinion of counsel as to tax matters, to be filed before any
sale of a series of Certificates (included in Exhibit 5.4).
8.5 -- Form of an opinion of counsel as to tax matters, to be filed before any
sale of a series of Notes (included in Exhibit 5.5).
23.1 -- Consent of Thacher Proffitt & Wood (included in Exhibit 5.1).
23.2 -- Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.2).
23.3 -- Consent of Brown & Wood (included in Exhibit 5.3).
**24.1 -- Power of Attorney.
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* Filed as an exhibit to Registration Statement on Form S-11 (No. 33-22364)
and incorporated herein by reference.
** Filed as an exhibit to Registration Statement on Form S-3 (No. 333-39325)
and incorporated herein by reference.
*** Filed as an exhibit to Registration Statement on Form S-3 (No. 333-51537)
and incorporated herein by reference.
Exhibit 5.1
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[Letterhead of Thacher Proffitt & Wood]
July 1, 1999
DLJ Mortgage Acceptance Corp.
277 Park Avenue
New York, New York 10172
DLJ Mortgage Acceptance Corp.
Mortgage Pass-Through Certificates and
Mortgage-backed Notes Registration Statement On Form S-3
--------------------------------------------------------
Ladies and Gentlemen:
We are counsel to DLJ Mortgage Acceptance Corp., a Delaware corporation
(the "Registrant") in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of Mortgage Pass-Through Certificates (the
"Certificates") and Mortgage-Backed Notes (the "Notes"; and together with the
Certificates, the "Securities"), and the related preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"). The
Certificates are issuable in series under separate pooling and servicing
agreements (each such agreement, a "Pooling and Servicing Agreement"), among the
Registrant, a master servicer to be identified in the prospectus supplement for
such series of Certificates and a trustee to be identified in the prospectus
supplement for such series of Certificates. The Notes are issuable in series
under indentures (each such agreement, an "Indenture"; a Pooling and Servicing
Agreement or an Indenture, an "Agreement"), between an issuer and an indenture
trustee, to be identified in the prospectus supplement for such series of Notes.
Each Agreement will be substantially in the form filed as an Exhibit to the
Registration Statement.
In rendering this opinion letter, we have examined the forms of the
Agreements incorporated by reference in the Registration Statement, the
Registration Statement and such other documents as we have deemed necessary
including, where we have deemed appropriate, representations or certifications
of officers of parties thereto or public officials. In rendering this opinion
letter, except for the matters that are specifically addressed in the opinions
expressed below, we have assumed the authenticity of all documents submitted to
us as originals and the conformity to the originals of all
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July 1, 1999 Page 2.
documents submitted to us as copies. In rendering this opinion letter, we have
made no inquiry, have conducted no investigation and assume no responsibility
with respect to (a) the accuracy of and compliance by the parties thereto with
the representations, warranties and covenants contained in any document or (b)
the conformity of the underlying assets and related documents to the
requirements of the agreements to which this opinion letter relates, although we
have no knowledge of anything relating to these matters that would affect our
opinion.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, regardless of whether considered in a proceeding in equity or at law,
and (ii) bankruptcy, insolvency, receivership, reorganization, liquidation,
fraudulent conveyance, moratorium or other similar laws affecting the rights of
creditors or secured parties.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, the laws
of the State of New York and the General Corporation Law of the State of
Delaware as interpreted by judicial decisions. We do not express any opinion
with respect to the securities laws of any jurisdiction or any other matter not
specifically addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. Each Pooling and Servicing Agreement for a Series of
Certificates, assuming the execution and delivery thereof by
the parties thereto, will be a valid and legally binding
agreement under the laws of the State of New York, enforceable
thereunder against the Registrant in accordance with its
terms.
2. Each Indenture for a Series of Notes, assuming the execution
and delivery thereof by the parties thereto, will be a valid
and legally binding agreement under the laws of the State of
New York, enforceable thereunder against the applicable issuer
in accordance with its terms.
3. Each series of Certificates, assuming the execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery and payment therefor as contemplated in the
Registration Statement and the prospectus and prospectus
supplement delivered in connection therewith, will be legally
and validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of that Pooling
and Servicing Agreement.
4. Each series of Notes, assuming the execution and delivery of
the related Indenture, the execution and authentication of
such Notes in accordance with that Indenture and the delivery
and payment therefor as contemplated in the Registration
Statement and the prospectus and prospectus supplement
delivered in connection therewith, will be legally and validly
issued and outstanding, binding obligations of the Issuer,
fully paid and non-assessable and entitled to the benefits of
that Indenture.
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5. The description of federal income tax consequences appearing
under the heading "Certain Federal Income Tax Consequences" in
the prospectus contained in the Registration Statement, while
not purporting to discuss all possible federal income tax
consequences of an investment in the Certificates, is accurate
with respect to those tax consequences which are discussed,
and we hereby confirm and adopt that description as our
opinion.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters", without admitting
that we are "persons" within the meaning of Section 7(a) or 11(a)(4) of the 1933
Act, or "experts" within the meaning of Section 11 thereof, with respect to any
portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
