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Exhibit 5.1
August 14, 2000
Prudential Securities Secured Financing Corporation
One New York Plaza
New York, New York 10292
Re: Prudential Securities Secured Financing Corporation
Statement on Form S-3 (No. 333-_____)
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Ladies and Gentlemen:
We have acted as special counsel to Prudential Securities Secured
Financing Corporation, a Delaware corporation (the "Company"), in connection
with the above-referenced Registration Statement (together with the exhibits and
any amendments thereto, the "Registration Statement") filed by the Company with
the Securities and Exchange Commission in connection with the registration by
the Company of Asset Backed Notes and Asset Backed Certificates (the "Notes" and
"Certificates" and each, "Securities") to be sold from time to time in one or
more series in amounts to be determined at the time of sale and to be set forth
in one or more Supplements (each, a "Prospectus Supplement") to the Prospectus
(the "Prospectus") included in the Registration Statement.
We are familiar with the proceedings to date in connection with the
proposed issuance and sale of the Notes and Certificates, and in order to
express our opinion hereinafter stated we have examined and relied upon the
Registration Statement and, in each case, as filed with the Registration
Statement, the forms of Pooling and Servicing Agreement, Trust Agreement, Sale
and Servicing Agreement, Indenture, Notes and Certificates (the "Operative
Documents"). Terms used herein without definition have the meanings given to
such terms in the Registration Statement. We have also examined such statutes,
corporate records and other instruments as we have deemed necessary for the
purpose of this opinion.
Based on and subject to the foregoing, we are of the opinion that, with
respect to the Certificates and/or Notes of any series, when: (a) the
Registration Statement becomes effective pursuant to the provisions of the
Securities Act of 1933, as amended, (b) the amount, price, interest rate and
other principal terms of such Securities have been fixed by or pursuant to
authorization of the Board of Directors of the Company, (c) the Operative
Documents relating to such series have each been duly completed, authorized,
executed and delivered by the parties thereto substantially in the form filed as
an exhibit to the Registration Statement reflecting the
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August 14, 2000
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terms established as described above, (d) in the case of any Trust that issues
Notes, the related Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended, (e) such Securities have been duly executed and issued
by the related Trust and authenticated by the Owner Trustee or the Trustee, as
applicable, and sold by the Company or by the Trust, at the direction of the
Company as applicable, and (f) payment of the agreed consideration for such
Securities shall have been received by the Trust, all in accordance with the
terms and conditions of the related Operative Documents and a definitive
purchase, underwriting or similar agreement with respect to such securities and
in the manner described in the Registration Statement: (i) such Certificates
will have been duly authorized by all necessary action of the Trust and will be
legally issued, fully paid and nonassessable and (ii) such Notes will have been
duly authorized by all necessary action of the Trust and will be legally issued
and binding obligations of the Trust and entitled to the benefits afforded by
the related Indenture.
Our opinions expressed herein are limited to the federal laws of the
United States and the laws of the State of New York.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name therein.
Very truly yours,
/s/ Mayer, Brown & Platt
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MAYER, BROWN & PLATT
PAJ:JCN
