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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 (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 are 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.
Based upon and subject to the foregoing, we are of the opinion that the
description set forth under the caption "Material Federal Income Tax
Consequences" in the form of Prospectus included in the Registration Statement
correctly describes, as of the date hereof, the material aspects of the federal
income tax treatment of an investment in Offered CMBS to investors that are U.S.
Persons (as defined in that form of Prospectus) and, where expressly indicated
therein, to investors that are not U.S. Persons.
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We acknowledge that we are referred to under the heading "Material Federal
Income Tax Consequences" in the form of Prospectus included in the Registration
Statement and will be referred to under the heading "Material Federal Income Tax
Consequences" in the Prospectus Supplement for each series of Offered CMBS with
respect to which we act as counsel to the Registrant, and we hereby consent to
such use of our name in that form of Prospectus and each such Prospectus
Supplement and to the filing of this opinion letter as an exhibit to the
Registration Statement. In giving such consent, we do not consider that we are
"experts", within the meaning of the 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 federal laws of the
United States of America, 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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