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EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED AUGUST 6, 2015 - COMM 2015-CCRE24 Mortgage Trustn504_x14exh5-1.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): August 6, 2015

 

COMM 2015-CCRE24 Mortgage Trust
(Exact name of issuing entity)
 
Deutsche Mortgage & Asset Receiving Corporation
(Exact name of registrant as specified in its charter)
 
German American Capital Corporation
Cantor Commercial Real Estate Lending, L.P.
Ladder Capital Finance LLC
Pillar Funding LLC
(Exact names of sponsors as specified in their charters)

 

 

Delaware 333-193376-21 04-3310019
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) 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
(Former name or former address, if changed since last report.)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 
 

 

Item 8.01. OTHER EVENTS

 

On August 6, 2015, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to the Pooling and Servicing Agreement, dated as of August 1, 2015 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor, of the COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”). The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class C and Class D Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc. (“DBSI”), Cantor Fitzgerald & Co. (“CF&Co.”), CastleOak Securities, L.P. and Citigroup Global Markets Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of July 24, 2015, between the Registrant, German American Capital Corporation and the Underwriters.

 

On August 6, 2015, the Class X-B, Class X-C, Class X-D, Class X-E, Class X-F, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (collectively, the “Privately Offered Certificates”) were sold to DBSI, CF&Co. and Wells Fargo Securities, LLC, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to the Certificate Purchase Agreement, dated as of July 24, 2015, 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 Publicly Offered Certificates and the Privately Offered Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2015-CCRE24 Mortgage Trust, a common law trust fund formed on August 6, 2015 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are 81 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 128 commercial, multifamily and manufactured housing community properties.

 

The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from German American Capital Corporation, Cantor Commercial Real Estate Lending, L.P., Ladder Capital Finance LLC and Pillar Funding LLC. The net proceeds to the Registrant of the offering of the Certificates, after deducting expenses payable by the Registrant in connection with the issuance and distribution of the Certificates of $6,586,529 were approximately $1,408,673,202. Of the expenses paid by the Registrant, approximately $0 were paid directly to affiliates of the Registrant, $160,000 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 $6,426,529 were other expenses. All of the foregoing expense amounts are the Registrant's reasonable estimates of such expenses. No underwriting discounts and commissions or finder's fees were paid by the Registrant.

 

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.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d)       Exhibits:

 

  5.1 Legality Opinion of Sidley Austin LLP, dated August 6, 2015.
     
  8.1 Tax Opinion of Sidley Austin LLP, dated August 6, 2015 (included as part of Exhibit 5.1).
     
  23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

 

 

 
 

 

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
     
     
  By:  /s/ Matt Smith
    Name: Matt Smith
    Title: Director
     
     
  By:  /s/ Natalie Grainger
    Name: Natalie Grainger
    Title: Director
     
     
     
Date:  August 6, 2015    

 

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit Number Description
   
5.1 Legality Opinion of Sidley Austin LLP, dated August 6, 2015.
   
8.1 Tax Opinion of Sidley Austin LLP, dated August 6, 2015 (included as part of Exhibit 5.1).
   
23.1

Consent of Sidley Austin LLP (included as part of Exhibit 5.1).