[Letterhead of Cadwalader, Wickersham & Taft]
January 5, 2001
First Union Commercial Mortgage Securities, Inc.
201 South College Street
Charlotte, North Carolina 28288-0166
Re: First Union Commercial Mortgage Securities, Inc.
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to First Union Commercial Mortgage
Securities, Inc. (the "Registrant"), in connection with the Registrant's
Registration Statement on Form S-3 (the "Registration Statement"). The
Registration Statement is being filed today with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "Act"). The Prospectus forming a part of the Registration Statement
describes Commercial Mortgage Pass-Through Certificates ("Certificates") to be
sold by the Registrant in one or more series (each, a "Series") of Certificates.
Each Series of Certificates will be issued under a separate pooling and
servicing agreement (each, a "Pooling and Servicing Agreement") among the
Registrant, a master servicer (a "Servicer"), a trustee (a "Trustee"), and, if
applicable, such other parties to be identified in the Prospectus Supplement for
such Series. The form of Pooling and Servicing Agreement is being incorporated
by reference as an exhibit to the Registration Statement. Capitalized terms used
and not otherwise defined herein have the respective meanings given to such
terms in the Registration Statement.
In rendering the opinions set forth below, we have examined and
relied upon the following: (1) the Registration Statement, including the
Prospectus and the form of Prospectus Supplement constituting a part thereof, in
the form filed with the Commission; (2) the Pooling and Servicing Agreement in
the form previously filed with the Commission, and (3) such other documents,
materials and authorities as we have deemed necessary in order to enable us to
render our opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the authenticity of the originals of
such documents, agreements and instruments submitted to us as copies or
specimens, the conformity of the text of each document filed with the Commission
through the Commission's Electronic Data Gathering, Analysis and Retrieval
System to the printed document reviewed by us, and the accuracy of the matters
set forth in the documents, agreements and instruments we reviewed. We express
no opinion with respect to any Series of Certificates for which we do not act as
counsel to the Registrant.
Except as expressly set forth herein, we have not undertaken any
independent investigation (including, without limitation, conducting any review,
search or investigation of any public files, records or dockets) to determine
the existence or absence of the facts that are material to our opinions, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the Registrant in connection with the
preparation and delivery of this letter. We express no opinion concerning the
laws of any jurisdiction other than the laws of the State of New York (without
regard to conflicts of laws principles), and, to the extent expressly referred
to in this opinion letter, the federal laws of the United States of America.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed
and delivered by the Registrant, a Servicer, a Trustee and any
other party thereto, such Pooling and Servicing Agreement will
constitute a legal, valid and binding agreement of the
Registrant, enforceable against the Registrant in accordance
with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditor's
rights generally, and to general principles of equity
(regardless of whether enforcement is sought in a proceeding
at law or in equity), and except that the enforcement of
rights with respect to indemnification and contribution
obligations may be limited by applicable law or considerations
of public policy.
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed
and delivered by the Registrant, a Servicer, a Trustee and any
other party thereto, and the Certificates of such Series have
been duly executed, authenticated, delivered and sold as
contemplated in the Registration Statement, such Certificates
will be validly issued and outstanding, fully paid and
nonassessable, and entitled to the benefits provided by such
Pooling and Servicing Agreement.
3. The description of federal income tax consequences appearing
under the heading "Material Federal Income Tax Consequences"
in the Prospectus accurately describes the material federal
income tax consequences to holders of Offered Certificates,
under existing law and subject to the qualifications and
assumptions stated therein.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the headings
"Legal Matters" and "Material Federal Income Tax Consequences" in the
Prospectus, which is a part of the Registration Statement. This consent is not
to be construed as an admission that we are a person whose consent is required
to be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
