Attached files
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8-K - FORM 8-K - CFCRE Commercial Mortgage Trust 2011-C2 | y05370e8vk.htm |
Exhibit 5.1
SIDLEY AUSTIN llp 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX |
BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES |
NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
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FOUNDED 1866 |
December 15, 2011
CCRE Commercial Mortgage Securities, L.P.
110 East 59th Street
New York, New York 10022
110 East 59th Street
New York, New York 10022
Re: | CCRE Commercial Mortgage Securities, L.P. Commercial Mortgage Pass-Through Certificates, Series 2011-C2 |
Ladies and Gentlemen:
We have acted as counsel to CCRE Commercial Mortgage Securities, L.P., a Delaware limited
partnership (the Depositor), in connection with the issuance of approximately
$774,086,416 aggregate principal balance of Commercial Mortgage Pass-Through Certificates, Series
2011-C2, Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (collectively, the
Publicly Offered Certificates), Class X-A, Class X-B, Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class NR, Class S and Class R Certificates, pursuant to the Pooling
and Servicing Agreement, dated as of December 11, 2011 (the Pooling and Servicing
Agreement), between the Depositor, as depositor, Bank of America, National Association, as
master servicer, LNR Partners, LLC, as special servicer, TriMont Real Estate Advisors, Inc., as
operating advisor, and Citibank, N.A., as trustee and certificate administrator.
For purposes of rendering this opinion letter, we have reviewed:
(i) the Registration Statement on Form S-3 (Registration No. 333-172863) relating to the
Publicly Offered Certificates (the Registration Statement), filed with the
Securities and Exchange Commission (the Commission) under the Securities Act of
1933, as amended (the Act), on August 17, 2011;
(ii) the Prospectus, dated November 23, 2011 (the Base Prospectus) and the
Prospectus Supplement, dated December 6, 2011 (the Prospectus Supplement) relating to
the Publicly Offered Certificates;
(iii) the Underwriting Agreement, dated as of December 6, 2011 (the Underwriting
Agreement), between the Depositor, Cantor Fitzgerald & Co., Barclays Capital
DECEMBER 15, 2011 PAGE 2 |
NEW YORK |
Inc., Deutsche
Bank Securities Inc., CastleOak Securities, L.P. and Nomura Securities International, Inc.; and
(iv) evidence satisfactory to us with respect to the effectiveness of the Registration
Statement under the Act; and
(v) the forms of the Publicly Offered Certificates attached as exhibits to the Pooling and
Servicing Agreement.
In connection with the foregoing, 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; (e) the conformity of the text of each document filed with the
Commission through its Electronic Data Gathering, Analysis and Retrieval System to the printed
documents reviewed by us; and (f) 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 that were not
known to us, we have relied upon certificates, statements and representations of officers and other
representatives of the Depositor and others.
Our opinions set forth below are subject to: (1) general principles of equity, including
concepts of materiality, reasonableness, good faith and fair dealing and the doctrine of estoppel;
(2) the possible unavailability of specific performance and injunctive relief, regardless of
whether considered in a proceeding in equity or at law; (3) the effect of certain laws, rules,
regulations and judicial and other decisions upon enforceability; (4) bankruptcy, insolvency,
receivership, reorganization, liquidation, voidable preference, fraudulent conveyance and transfer,
moratorium and other similar laws affecting the rights of creditors or secured parties
generally and the effect of, to the extent applicable, the rights of creditors or of secured
creditors of national banks or of financial companies (as defined in Section 201 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act) or their affiliates; and (5) public
policy considerations underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of any provision of any agreement that purports or is
construed to provide indemnification with respect to securities law violations.
DECEMBER 15, 2011 PAGE 3 |
NEW YORK |
Based upon and subject to the foregoing, we are of the opinion that
A. The Publicly Offered Certificates, when duly and validly executed and authenticated
in accordance with the terms of the Pooling and Servicing Agreement, and when delivered and
paid for by the Underwriters pursuant to the Underwriting Agreement, will be validly issued,
fully paid and non-assessable and entitled to the benefits provided by the Pooling and
Servicing Agreement.
B. The descriptions set forth under the caption Federal Income Tax Consequences in
the Base Prospectus and Federal Income Tax Consequences in the Prospectus Supplement,
although they do not discuss all federal income tax consequences that may be applicable to
the individual circumstances of particular investors (some of which may be subject to
special treatment under the Internal Revenue Code of 1986), otherwise correctly describe, as
of the date hereof, the material aspects of the federal income tax treatment of an
investment in the Publicly Offered Certificates commonly applicable to investors that are
U.S. Persons (as defined in the Base Prospectus) and, where expressly indicated therein, to
investors that are not U.S. Persons. We also hereby confirm the opinion expressly set forth
under such headings as our opinion.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the discussion of our opinions set forth in this opinion letter under the headings
Legal Matters and Federal Income Tax Consequences in the Base Prospectus and Legal Matters
and Federal Income Tax Consequences in the Prospectus Supplement. 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 the laws of the State of New York. We do not express any opinion, either implicitly or
otherwise, on any issue not expressly addressed above. We express no opinion with respect to any
Series of Certificates for which we do not act as counsel to the Depositor.
Very truly yours, | ||
/s/ Sidley Austin LLP |