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[Sidley & Austin 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
Commercial Mortgage Pass-Through Certificates
Dear Ladies and Gentlemen:
We have acted as co-counsel for Prudential Securities Secured Financing
Corporation, a Delaware corporation (the "Registrant"), in connection with a
registration statement on Form S-3 (the "Registration Statement") filed by the
Registrant on or about the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering of various series of
commercial mortgage pass-through certificates (the "Offered CMBS").
Each series of Offered CMBS is to be sold as described in the Registration
Statement, any amendment thereof, and the prospectus and prospectus supplement
relating to such series of Offered CMBS (the "Prospectus" and "Prospectus
Supplement", respectively). In general, each series of Offered CMBS will be
issued under a pooling and servicing agreement (a "Pooling and Servicing
Agreement") between the Registrant and the master servicer, special servicer and
trustee named therein. A form of Pooling and Servicing Agreement is included in
the Registration Statement as Exhibit 4.1 thereto.
In acting on behalf of the Registrant, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we deemed necessary for the purposes
of this opinion. In our examination, we have assumed the following: (a) the
genuineness of all signatures; (b) the legal capacity of natural persons; (c)
the authenticity of all documents submitted to us as originals; (d) the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents;
and (e) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
that we have reviewed. As to any facts material to the opinions expressed herein
which were not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
In rendering this opinion, we have assumed that the Pooling and Servicing
Agreement with respect to each series of Offered CMBS is executed and delivered
substantially in the form included in the Registration Statement and that the
transactions contemplated to occur with respect to each series of Offered CMBS
under the Registration Statement, the related Prospectus, the related Prospectus
Supplement and the related Pooling and Servicing Agreement in fact occur in
accordance with the terms thereof. We have also assumed, with respect to each
series of Offered CMBS, that:
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(a) each party to the related Pooling and Servicing Agreement has the
power and authority to enter into and perform all of such party's
obligations thereunder, and
(b) when the related Pooling and Servicing Agreement has been duly
authorized by all necessary action, executed and delivered by each party
thereto, it will constitute the valid and binding obligation of each party
thereto, enforceable against such party in accordance with its terms.
Based upon and subject to the foregoing, we are of the opinion that when
(i) the Registration Statement becomes effective,
(ii) the issuance and principal terms of a series of Offered CMBS have
been duly authorized by all necessary action by the Registrant,
(iii) the Pooling and Servicing Agreement for such Offered CMBS has
been duly authorized by all necessary action, executed and delivered by
each party thereto, and
(iv) such Offered CMBS have been duly executed, authenticated and
delivered in accordance with the terms and conditions of the related
Pooling and Servicing Agreement and sold in the manner described in the
Registration Statement, in any amendment thereto, and in the Prospectus and
Prospectus Supplement relating thereto,
such Offered CMBS will be legally and validly issued and outstanding, fully paid
and non-assessable, and the holders of such Offered CMBS will be entitled to the
benefits of the related Pooling and Servicing Agreement.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, to the use of our name under the heading "Legal Matters"
in the form of Prospectus included in the Registration Statement and to the use
of our name under the heading "Legal Matters" in the Prospectus and Prospectus
Supplement relating to each series of Offered CMBS with respect to which we act
as counsel to the Registrant. In giving such consent, we do not consider that we
are "experts", within the meaning of that term as used in the Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement, including this opinion as an exhibit or otherwise.
We express no opinion as to any laws other than the laws of the State of
New York and do not express any opinion, either implicitly or otherwise, on any
issue not expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
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