November 19, 1998
To the Persons Named on
Schedule 1 Hereto:
Re: NationsLink Funding Corporation,
Commercial Mortgage Pass-Through Certificates, Series 1998-2
------------------------------------------------------------
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 6(b) of that
certain Underwriting Agreement, dated November 5, 1998 (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 November 17, 1998 (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 and the Underwriter and Placement Agent in connection
with (i) the issuance of NationsLink's Commercial Mortgage Pass-Through
Certificates, Series 1998-2 (the "Certificates"), consisting of fifteen 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, the Class R-II Certificates and the
Class R-III 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 and, to the extent not previously placed pursuant to
that certain Private Placement Agency Agreement dated as of September 23, 1998,
the Class G Certificates (the Class F and such Class G Certificates
collectively, the "Privately Placed Certificates").
The Certificates are governed by that certain Amended and Restated Pooling
and Servicing Agreement, dated as of November 1, 1998 (the "Pooling and
Servicing Agreement"), by and among NationsLink, as depositor, NationsBank,
N.A., as mortgage loan seller, Bank of America NT&SA, as an additional
warranting party, Midland Loan Services, Inc., as master servicer, Lennar
Partners, Inc., 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 November 5, 1998 and relating to the Publicly Offered
Certificates, the Private Placement Memorandum dated November 17, 1998 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 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 NationsLink, the Trustee, the REMIC Administrator and
NationsBanc Xxxxxxxxxx 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 provisions of the Original Pooling Agreement as in
effect on the Original Closing Date and compliance with the Pooling and
Servicing Agreement from and after the Sequel Closing Date, (a) REMIC I and
REMIC II will each continue to qualify, and REMIC III will 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 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 interest" in
REMIC I within the meaning of the Code; (c) the Class MA-1 Uncertificated
Interest, Class MA-2 Uncertificated Interest, Class MB Uncertificated Interest,
Class MC Uncertificated Interest, Class MD Uncertificated Interest, Class ME
Uncertificated Interest, Class MF Uncertificated Interest and Class MX
Uncertificated Interest and the 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; (d) the Class A-1, Class A-2, Class X, Class B,
Class C, Class D, Class E and Class F Certificates will constitute "regular
interests" in REMIC III and the Class R-III Certificates will constitute the
sole class of "residual interest" in REMIC III within the meaning of the Code;
and (e) the amendment and restatement of the Original Pooling Agreement effected
by the Pooling and Servicing Agreement will not result in the imposition of any
tax on REMIC I, REMIC II or REMIC III or cause REMIC I, REMIC II or REMIC III to
fail to qualify as a REMIC at any time that any Certificates are outstanding.
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
Bank of America NT&SA
00 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 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
Midland Loan Services, Inc.
in its capacity as Master Servicer
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Lennar Partners, Inc.
in its capacity as Special Servicer
000 XX 000xx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 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
