EXHIBIT 8.2
[Orrick, Herrington & Sutcliffe LLP letterhead]
August 14, 2000
GMAC Commercial Mortgage Securities, Inc.
200 Witmer Road
Horsham, Pennsylvania 19044-8015
Ladies and Gentlemen:
We have advised GMAC Commercial Mortgage Securities, Inc. (the
"Registrant") with respect to certain federal income tax aspects of the issuance
of Mortgage Pass-Through Certificates (the "Securities"), issuable in Series.
Such advice conforms to the description of selected federal income tax
consequences to holders of the Securities that appears under the heading
"Federal Income Tax Considerations" in the prospectus (the "Prospectus") and the
prospectus supplement (the "Supplement") forming a part of the Registration
Statement on Form S-3 (the "Registration Statement") as filed by the Registrant
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act") on the date hereof, for
registration of the Securities under the Act. Such description does not purport
to discuss all possible income tax ramifications of the proposed issuance, but
with respect to those tax consequences which are discussed, in our opinion the
description is accurate in all material respects. All capitalized terms used
herein that are not otherwise defined have the meanings as set forth in the
Prospectus.
This opinion letter is based on the facts and circumstances set forth in
the Prospectus, the Supplement and in the other documents reviewed by us. Our
opinion as to the matters set forth herein could change with respect to a
particular Series of Securities as a result of changes in facts and
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. As the Registration Statement
contemplates Series of Securities with numerous different characteristics, the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. 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
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of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion letter as an exhibit or
otherwise.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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