Attached files
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| EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED DECEMBER 13, 2012. - COMM 2012-CCRE5 Mortgage Trust | exhibit-5_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 13, 2012
| COMM 2012-CCRE5 Mortgage Trust |
| (Exact name of issuing entity) |
| Deutsche Mortgage & Asset Receiving Corporation |
| (Exact name of registrant as specified in its charter) |
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Cantor Commercial Real Estate Lending, L.P.
German American Capital Corporation
KeyBank National Association
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| (Exact names of sponsors as specified in their charters) |
| Delaware | 333-172143-08 | 04-3310019 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 60 Wall Street | New York, New York | 10005 | ||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (212) 250-2500
| Not applicable |
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. OTHER EVENTS
On December 13, 2012, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2012 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor, of COMM 2012-CCRE5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE5 (the “Certificates”). The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class X-A Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Nomura Securities International, Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated December 6, 2012, between the Registrant, German American Capital Corporation and the Underwriters.
On December 13, 2012, the Class X-B, Class A-M, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class LR and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and KeyBanc Capital Markets Inc., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated December 6, 2012, between the Registrant, German American Capital Corporation and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.
The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2012-CCRE5 Mortgage Trust, a common law trust fund formed on December 13, 2012 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 63 fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on 98 commercial and multifamily properties.
The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Cantor Commercial Real Estate Lending, L.P., German American Capital Corporation and KeyBank National Association. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of $4,548,836, were approximately $1,133,665,560. Of the expenses paid by the Depositor, approximately $0 were paid directly to affiliates of the Depositor, $110,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, $0 were paid to or for the Underwriters and the Initial Purchasers, and $4,538,836 were other expenses. All of the foregoing expense amounts are the Depositor’s reasonable estimates of such expenses. No underwriting discounts and commissions or finder’s fees were paid by the Depositor.
In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.
(d) Exhibits:
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5.1
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Legality Opinion of Sidley Austin LLP, dated December 13, 2012.
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8.1
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Tax Opinion of Sidley Austin LLP, dated December 13, 2012 (included as part of Exhibit 5.1).
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23.1
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Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Deutsche Mortgage & Asset Receiving Corporation | |||
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By:
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/s/ Matt Smith | |
| Name: Matt Smith | |||
| Title: Vice President | |||
| By: | /s/ Natalie Denisenko Grainger | ||
| Name: Natalie Denisenko Grainger | |||
| Title: Vice President | |||
Date: December 13, 2012
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EXHIBIT INDEX
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Exhibit Number
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Description
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5.1
8.1
23.1
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Legality Opinion of Sidley Austin LLP, dated December 13, 2012.
Tax Opinion of Sidley Austin LLP, dated December 13, 2012 (included as part of Exhibit 5.1).
Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
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