EXHIBIT 8.2
-----------
CADWALADER, XXXXXXXXXX & XXXX
000 XXXXXX XXXX
XXX XXXX, XXX XXXX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
November 14, 1996
CS First Boston Mortgage
Securities Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through
---------------------------------------------------------------
Certificates
------------
Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance
of Conduit Mortgage and Manufactured Housing Contract Pass-Through Certificates
(the "Certificates") pursuant to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"). The
Registration Statement covers Conduit Mortgage and Manufactured Housing Contract
Pass-Through Certificates ("Certificates") to be sold by CS First Boston
Mortgage Securities Corp. (the "Company") in one or more series (each, a
"Series") of Certificates. Each Series of Certificates will be issued under a
pooling and servicing agreement (the "Pooling and Servicing Agreement") between
the Company and a servicer and a trustee to be identified in the Prospectus
Supplement for such Series of Certificates. Forms of Pooling and Servicing
Agreements are incorporated as exhibits to the Registration Statement.
Capitalized terms used and not otherwise defined herein have the respective
meanings given them in the Registration Statement.
In rendering the opinion set forth below, we have examined and relied
on the following: (1) the Registration Statement and the Prospectus and the
forms of Prospectus Supplement included therein; (2) the forms of the Pooling
and Servicing Agreement
-2-
incorporated as exhibits to the Registration Statement; and (3) such other
documents, materials, and authorities as we have deemed necessary in order to
enable us to render our opinion set forth below.
As your counsel, we have advised you with respect to certain federal
income tax aspects of the proposed issuance of the Certificates of each Series.
Such advice has formed the basis for the description of material federal income
tax consequences for holders of the Certificates that appears under the heading
"Certain Federal Income Tax Consequences" in the Prospectus Supplement and
"Certain Federal Income Tax Consequences" in the Prospectus. Such descriptions
do not purport to discuss all possible federal income tax ramifications of the
proposed issuance of the Certificates, but, with respect to those federal income
tax consequences that are discussed, in our opinion, the description is accurate
in all material respects.
The opinion is based on the facts and circumstances set forth in the
Prospectus and the forms of Prospectus 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 Certificates 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 Certificates with numerous different
characteristics, the particular characteristics of each Series of Certificates
must be considered in determining the applicability of this opinion to a
particular Series of Certificates.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to our firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus and "Certain Federal
Income Tax Consequences" in the Prospectus Supplement. This consent is not to
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
/s/ CADWALADER, XXXXXXXXXX & XXXX
XXXXXXXXXX, XXXXXXXXXX & XXXX
