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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
Registration No. 333-
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Ladies and Gentlemen:
We have acted as counsel for Prudential Securities Secured Financing
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement") which has been filed with the Securities and Exchange Commission
(the "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 (each, a "Series"). As set forth in the
Registration Statement, each Series will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement (each, an "Agreement")
among the Company, a trustee (the "Trustee") and, where appropriate, a servicer
(the "Servicer") and a special servicer (the "Special Servicer"), each to be
identified (together with any other relevant parties) in the prospectus
supplement for such Series.
We are familiar with the proceedings taken and proposed to be taken by
the Company in connection with the authorization and issuance of the
Certificates, and for the purposes of this opinion, have assumed such
proceedings will be completed in the manner presently proposed by the
Registration Statement. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
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Prudential Securities Secured Financing Corporation
August 2, 2000
Page 2
We are opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of New
York, and the General Corporation Law of the State of Delaware, and we express
no opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction or, in the case of Delaware, any other laws,
or as to any matters of municipal law or the laws of any other local agencies
within any state.
Subject to the foregoing and the other matters set forth herein, we
are of the opinion that:
1. When an Agreement relating to a Series has been duly and validly
authorized, executed and delivered by the Company, the Servicer and the Special
Servicer, if any, the Trustee and any other party thereto, such Agreement will
constitute a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms.
2. When a Series has been duly authorized by all necessary action on
the part of the Company (subject to the terms thereof being otherwise in
compliance with applicable law at such time) and has been duly executed,
authenticated and delivered by the Trustee against payment in accordance with
the terms of the related underwriting agreement, such Series will be legally
issued, fully paid and non-assessable, and the holders thereof will be entitled
to the benefits of the related Agreement.
The opinions rendered above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws relating
to or affecting the rights and remedies of creditors, (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought, (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy, and (iv) possible
limitations arising from applicable laws other than those referred to in the
preceding clause (i) upon the remedial provisions contained in any Agreement,
but such limitations do not in our opinion of themselves make the remedies
afforded inadequate for the practical realization of the benefits purported to
be provided thereby.
We hereby consent to the filing of this letter as Exhibit 5.2 to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement,
without 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
