[CADWALADER LETTERHEAD]
February 23, 1999
To the Persons Named on
Schedule 1 Hereto:
Re: NationsLink Funding Corporation,
Commercial Mortgage Pass-Through Certificates, Series 1999-1
------------------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 6(b) of that
certain Underwriting Agreement, dated as of February 17, 1999 (the "Underwriting
Agreement"), by and between NationsLink Funding Corporation ("NationsLink") and
NationsBanc Xxxxxxxxxx Securities LLC ("NationsBanc Xxxxxxxxxx"), as underwriter
(in such capacity, the "Underwriter"), and Section 3(e) of that certain Private
Placement Agency Agreement, dated as of February 17, 1999 (the "Placement
Agreement"), by and between NationsLink and NationsBanc Xxxxxxxxxx, as placement
agent (in such capacity, the "Placement Agent"). We have acted as special
counsel to NationsLink, the Underwriter and the Placement Agent in connection
with (i) the issuance of NationsLink's Commercial Mortgage Pass-Through
Certificates, Series 1999-1 (the "Certificates"), consisting of fourteen
classes: the Class A-1 Certificates, the Class A-2 Certificates, the Class X
Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class H Certificates, the Class J Certificates, the Class K
Certificates, the Class R-I Certificates and the Class R-II Certificates; (ii)
the sale by NationsLink and the purchase by the Underwriter pursuant to the
Underwriting Agreement of the Class A-1, the Class A-2, the Class X, the Class
B, the Class C, the Class D and the Class E Certificates (collectively, the
"Publicly Offered Certificates"); and (iii) the sale by NationsLink through the
Placement Agent pursuant to the Placement Agreement of the Class F, the Class G,
the Class H, the Class J and the Class K Certificates (collectively, the
"Privately Placed Certificates").
The Certificates are being issued pursuant to that certain Pooling and
Servicing Agreement, dated as of February 1, 1999 (the "Pooling and Servicing
Agreement"), by and among NationsLink, as depositor, NationsBank, N.A.
("NationsBank"), as mortgage loan seller, Banc One Mortgage Capital Markets,
LLC, as master servicer and as special servicer, and Norwest Bank Minnesota,
National Association, as trustee (in such capacity, the "Trustee") and as REMIC
Administrator (in such capacity, the "REMIC Administrator"). Capitalized terms
used and not otherwise defined herein have the meanings given to them in the
Pooling and Servicing Agreement. The Certificates will evidence beneficial
ownership interests in a trust fund (the "Trust Fund") the assets of which will
consist of a pool of mortgage loans identified on Schedule I to the Pooling and
Servicing Agreement, together with certain related assets.
In rendering the opinion set forth below, we have examined and relied
upon originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Pooling and Servicing Agreement, the Prospectus Supplement
and Prospectus, each dated February 17, 1999 and relating to the Publicly
Offered Certificates, the Private Placement Memorandum dated February 17, 1999
relating to the Privately Placed Certificates, specimen forms of the Publicly
Offered Certificates and the Privately Placed Certificates, and such
certificates, corporate records and other documents, agreements, opinions and
instruments, including, among other things, those delivered at the closing of
the purchase and sale of the Publicly Offered Certificates and the Privately
Placed Certificates, as we have deemed necessary as a basis for such opinion
hereinafter expressed. In connection with such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of each
document filed with the Securities and Exchange Commission through the XXXXX
system to the printed document reviewed by us, the authenticity of the originals
of such documents, agreements and instruments submitted to us as copies or
specimens, and the accuracy of the matters set forth in the documents,
agreements and instruments we reviewed. As to any facts material to such opinion
that were not known to us, we have relied upon statements, certificates and
representations of officers and other representatives of NationsBank,
NationsLink, the Trustee, the REMIC Administrator and NationsBanc Xxxxxxxxxx and
their officers and other representatives, and of public officials.
In rendering the opinion below, we do not express any opinion
concerning the laws of any jurisdiction other than the substantive federal laws
of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that,
assuming compliance with all relevant provisions of the Pooling and Servicing
Agreement as in effect on the Closing Date, (a) REMIC I and REMIC II will each
qualify for treatment for federal income tax purposes as a "real estate mortgage
investment conduit", as defined in Section 860D of the Code; (b) the Class A-1,
Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class
H, Class J and Class K Certificates will constitute "regular interests" in REMIC
II and the Class R-II Certificates will constitute the sole class of "residual
interest" in REMIC II within the meaning of the Code; and (c) the Class LA-1
Uncertificated Interest, Class LA-2 Uncertificated Interest, Class LB
Uncertificated Interest, Class LC Uncertificated Interest, Class LD
Uncertificated Interest, Class LE Uncertificated Interest, Class LF
Uncertificated Interest, Class LG Uncertificated Interest, Class LH
Uncertificated Interest, Class LJ Uncertificated Interest and Class LK
Uncertificated Interest will constitute "regular interests" in REMIC I and the
Class R-I Certificates will constitute the sole class of "residual interests" in
REMIC I within the meaning of the Code.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. This letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any other
person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Xxxxxxxxxx, Xxxxxxxxxx & Xxxx
SCHEDULE 1
NationsBanc Xxxxxxxxxx Securities LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
NationsLink Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
NationsBank, N.A.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services,
a division of the XxXxxx-Xxxx Companies, Inc.
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Duff & Xxxxxx Credit Rating Co.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Banc One Mortgage Capital Markets, LLC
in its capacity as Master Servicer and as Special Servicer
0000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Norwest Bank Minnesota, National Association
in its capacity as Trustee and REMIC Administrator
0 Xxx Xxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
