Exhibit 5(b)
[LETTERHEAD OF FIRST UNION CORPORATION]
January 5, 2001
First Union Commercial Mortgage Securities, Inc.
One First Union Center
301 South College Street
Charlotte, North Carolina 28288
Cadwalader, Wickersham & Taft
Charlotte, North Carolina 28202
Re: First Union Commercial Mortgage Securities, Inc.
Commercial Mortgage Pass-Through Certificates
Registration Statement on Form S-3
Ladies and Gentlemen:
I am Senior Vice President and Assistant General Counsel of First Union
Corporation, the parent of First Union National Bank which is the owner of all
issued and outstanding voting stock of First Union Commercial Mortgage
Securities, Inc., a North Carolina corporation (the "Registrant"). As such, I am
familiar with the Registrant, the registration under the Securities Act of 1933,
as amended (the "Act"), of the Registrant's Commercial Mortgage Pass-Through
Certificates (the "Certificates"), and the related preparation and filing of a
Registration Statement on Form S-3 (the "Registration Statement"). The
Certificates are issuable in series under separate pooling and servicing
agreements (each such agreement, a "Pooling and Servicing Agreement") among the
Registrant and a trustee, a master servicer and/or a special servicer to be
identified in the prospectus supplement for such series of Certificates. Each
Pooling and Servicing Agreement will be substantially in the form filed as an
Exhibit to the Registration Statement.
In connection with rendering this opinion letter, I have examined such documents
as I have deemed necessary. As to matters of fact, I have examined and relied
upon representations or certifications of officers of the Registrant or public
officials. I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all documents submitted to me as
copies.
In rendering this opinion letter, I express no opinion as to the laws of any
jurisdiction other than the laws of the State of North Carolina and the federal
laws of the United States, nor do I express any opinion, either implicitly or
otherwise, on any issue not expressly addressed below.
Based upon and subject to the foregoing, I am of the opinion that the Registrant
has the corporate power and authority to enter into and perform all obligations
of the Registrant under the pooling and servicing agreement.
Exh. 5(b)-1
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I hereby consent to the filing of this opinion letter as an attachment to the
opinion of Cadwalader, Wickersham & Taft, which will be filed as an Exhibit to
the Registration Statement, without admitting that I am an "expert" within the
meaning of the Act and the rules and regulations thereunder with respect to any
part of the Registration Statement, including this opinion.
Very truly yours,
/s/ TIMOTHY F. DANELLO
Exh. 5(b)-2
