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[LATHAM & WATKINS LETTERHEAD]
August 2, 2000
Prudential Securities Secured Financing Corporation
One New York Plaza - 18th Floor
New York, New York 10292-2018
Re: Prudential Securities Secured Financing Corporation
Registration Statement on Form S-3
(File No. 333- )
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Ladies and Gentlemen:
We have acted as tax counsel to Prudential Securities Secured
Financing Corporation, a Delaware corporation (the "Registrant"), in connection
with the preparation of a registration statement on Form S-3 (Registration No.
333- ) (the "Registration Statement"), which has been filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), for the registration under the Act of Commercial Mortgage
Pass-Through Certificates (the "Certificates") issuable in series (the "Series")
and evidencing interests in certain pools of various types of multi-family and
commercial mortgage loans, mortgage-backed securities that evidence interests
in, or are secured by pledges of, one or more of such types of mortgage loans,
or a combination of mortgage loans and mortgage-backed securities. As described
in the Registration Statement, each Series of Certificates will be issued under
and pursuant to the terms of a separate (i) Pooling and Servicing Agreement
between the Registrant, a trustee and a master servicer, each to be specified in
the prospectus supplement for such Series of Certificates or (ii) trust
agreement (the "Trust Agreement") between the Registrant and a trustee named in
the related prospectus supplement.
In rendering our opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the Registration Statement, the prospectus (the "Prospectus") and the form of
prospectus supplement (the "Prospectus Supplement") included therein, and such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth
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Prudential Securities Secured Financing Corporation
August 2, 2000
Page 2
below. In rendering our opinion, we have examined the Internal Revenue Code of
1986, as amended as of the date hereof, the Treasury Regulations promulgated
thereunder, judicial decisions, legislative history and such other authorities
as we have deemed appropriate to our analysis. The statutory provisions,
regulations, interpretations and other authorities upon which our opinion is
based are subject to change, and such changes could apply retroactively.
We express no opinion as to any laws other than the federal laws of
the United States of America as of the date hereof.
Based upon and subject to the foregoing, we confirm that the statements
in the Prospectus under the caption "Federal Income Tax Consequences," to the
extent such statements constitute matters of law or legal conclusions, are the
opinion of Latham & Watkins as to the material federal income tax consequences
relevant to purchasers of the Certificates, based on existing law and the
assumptions stated therein.
The foregoing opinion and the discussions contained in the Prospectus
under the caption "Federal Income Tax Consequences" represent our conclusions as
to the application of existing law. No assurance can be given that the Internal
Revenue Service will not assert contrary positions or that the law (including
interpretations thereof) will not change. We note that the Prospectus and
Prospectus Supplement filed with the Registration Statement do not relate to any
specific transaction. Accordingly, the above referenced descriptions of federal
income tax consequences may require modifications in the context of an actual
transaction. We further note that the summaries under the above-referenced
captions do not purport to discuss all possible federal income tax ramifications
of any proposed issuance. We express no opinion as to any matter not
specifically covered by the foregoing opinion.
Any change in applicable law, which may change at any time, or a
change in the facts or documents on which our opinion is based may affect the
validity of the foregoing opinion. This firm undertakes no obligation to update
this opinion in the event that there is a change either in the legal authorities
or in the facts or documents on which this opinion is based.
We hereby consent to the filing of this letter as Exhibit 8.2 to the
Registration Statement and to the references to Latham & Watkins under the
caption "Federal Income Tax Consequences" in the Prospectus, without implying or
admitting that we are "experts" within the meaning of the Act or the rules and
regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ Latham & Watkins
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LATHAM & WATKINS
