EXHIBIT 5.1
[Mayer, Brown & Platt Letterhead]
August 14, 2000
GMAC Commercial Mortgage Securities, Inc.
200 Witmer Road
Horsham, Pennsylvania 19044-8015
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), and the
Prospectus and the form of Prospectus Supplement forming a part thereof
(collectively, the "Prospectus"), to be filed by you with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), on August 14, 2000. The Registration Statement and the
Prospectus relate to the offer and sale of up to $1,000,000 aggregate principal
amount of Mortgage Pass-Through Certificates (Issuable in Series) (the
"Certificates") to be created and issued pursuant to one or more Pooling and
Servicing Agreements to be entered into between you, one or more trustees and
GMAC Commercial Mortgage Corporation or possibly another entity as the master
servicer (collectively, the "Agreement") as described in the Registration
Statement. A form of Pooling and Servicing Agreement is included as an Exhibit
to the Registration Statement. We have examined the Registration Statement, the
Prospectus and such other documents as we have deemed necessary or advisable for
purposes of rendering this opinion. Additionally, our advice has formed the
basis for the description of the selected Federal income tax consequences of the
purchase, ownership and disposition of the Certificates to an original purchaser
that appears under the heading "Certain Federal Income Tax Consequences" in the
Prospectus (the "Tax Description"). Except as otherwise indicated herein, all
terms defined in the Prospectus are used herein as so defined.
We have assumed for the purposes of the opinions set forth below that the
Certificates will be issued in series created as described in the Registration
Statement and that the Certificates will be sold by you for reasonably
equivalent consideration. We have also assumed that the Agreement and the
Certificates will be duly authorized by all necessary corporate action and that
the Certificates will be duly issued, executed, authenticated and delivered in
accordance with the provisions of the Agreement. In addition, we have assumed
that the parties to each Agreement will satisfy their respective obligations
thereunder. We express no opinion with respect to any series of Certificates for
which we do not act as counsel to you.
The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
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regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our 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 Depositor, the
Master Servicer and the Trustee, and the Certificates of such series have been
duly executed, authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be legally and validly issued,
fully paid and nonassessable, and the holders of such Certificates will be
entitled to the benefits of such Pooling and Servicing Agreement.
2. While the Tax Description does not purport to discuss all possible
Federal income tax ramifications of the purchase, ownership, and disposition of
the Certificates, particularly to purchasers subject to special rules under the
Internal Revenue Code of 1986, it constitutes, in all material respects, a fair
and accurate summary of such Federal income tax consequences under present
Federal income tax law. There can be no assurance, however, that the tax
conclusions presented therein will not be successfully challenged by the IRS, or
significantly altered by new legislation, changes in IRS positions or judicial
decisions, any of which challenges or alterations may be applied retroactively
with respect to completed transactions. We note, however, that the form of
Prospectus Supplement filed herewith does not relate to a specific transaction.
Accordingly, the above-referenced description of the selected Federal income tax
consequences may, under certain circumstances, require modification when an
actual transaction is undertaken.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the headings
"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/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
