[BAKER, DONELSON, BEARMAN & CALDWELL LETTERHEAD]
January 19, 1998
Mid-America Finance, Inc.
Mid-America Capital Partners, L.P.
c/o CT Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
Re: Mid-America Finance, Inc.
Mid-America Capital Partners, L.P.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Mid-America Finance, Inc., a Delaware
corporation (the "Depositor") and Mid- America Capital Partners, L.P., a
Delaware limited partnership (the "Borrower"), in connection with the
preparation of a registration statement on Form S-3 (Registration No. 333-42441)
(the "Registration Statement"), which has been filed with the Securities and
Exchange Commission (the "Commission") on December 17, 1997 under the Securities
Act of 1933, as amended (the "1933 Act"), relating to the proposed issuance of
commercial mortgage pass-through certificates (the "Certificates") at the
direction of the Depositor and the proposed issuance of % Bonds, Due 2003 (the
"Bonds") of the Borrower.
As set forth in the Registration Statement, the Certificates will be
issued under and pursuant to the conditions of an agreement of trust (the "Trust
Agreement") between the Depositor and LaSalle National Bank, as trustee (the
"Trustee"). The Certificates will evidence, in the aggregate, all of the
beneficial ownership interests in the trust (the "Trust") established by the
Depositor pursuant to the Trust Agreement. The only assets of the Trust will be
the Bonds, which will be issued under and pursuant to a Restated Supplemental
Indenture (the "Indenture") dated effective as of November 21, 1997, by and
among the Borrower, Mid-America Apartments, L.P., a Tennessee limited
partnership ("MAALP") and LaSalle National Bank (the "Indenture Trustee").
In connection with the rendering of this opinion, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we deemed necessary
for the purposes of this opinion, including, the Depositor's Certificate of
Incorporation and Bylaws, the Borrower's Certificate of Limited Partnership and
Agreement of Limited partnership, a form of Trust Agreement, a form of
Certificates, a form of Indenture, a form of Bonds, and the form of prospectus
contained in the Registration Statement (the "Prospectus"). In our examination,
we have assumed the following: (a) the genuineness of all signatures; (b) the
legal capacity of natural persons; (c) the authenticity of all documents
submitted to us as originals; (d) the conformity
Mid-America Finance, Inc.
Mid-America Capital Partners, L.P.
January 19, 1998
Page 2
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents; and
(e) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates
that we have reviewed. As to any facts material to the opinions expressed herein
which were not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Depositor and the
Borrower.
Based upon the foregoing, we are of the opinion that:
1. The Trust Agreement for the Certificates has been duly and validly
authorized by all necessary action on the part of the Depositor,
and, upon due execution and delivery by the Depositor and the
Trustee, such Trust Agreement will constitute a valid and binding
agreement of the Depositor, enforceable in accordance with its
terms.
2. The Certificates have been duly authorized by all necessary action
on the part of the Depositor, and upon due execution and
authentication by the Trustee in accordance with the terms of the
Trust Agreement, and issuance and delivery against payment therefor
as contemplated in the Registration Statement, the Certificates will
be legally and validly issued, fully paid and nonassessable, and the
holders thereof will be entitled to the benefits of such Trust
Agreement.
3. The Indenture for the Bonds has been duly and validly authorized by
all necessary action on the part of the Borrower and MAALP, and,
upon due execution and delivery by the Borrower, MAALP and the
Indenture Trustee, the Indenture will constitute a valid and binding
agreement of the Borrower and MAALP, enforceable in accordance with
its terms.
4. The Bonds have been duly authorized by all necessary action on the
part of the Borrower and, upon due execution and authentication by
the Indenture Trustee in accordance with the terms of the Indenture,
and issued and delivered against payment therefor as contemplated in
the Registration Statement, the Bonds will be the legal and binding
obligations of the Borrower.
5. At such time as the Borrower merges with and into MAALP, with MAALP
as the surviving limited partnership of the merger, the Bonds will
be the legal and binding obligations of MAALP.
6. The information set forth in the Prospectus under the caption
"Certain Federal Income Tax Consequences," to the extent that it
constitutes matters of law or legal conclusions, is correct in all
material respects.
The opinions rendered above are subject to the following exceptions,
limitations and qualifications: (a) the effect of bankruptcy, insolvency,
moratorium, fraudulent conveyance or other similar laws relating to or affecting
the rights and remedies of creditors; (b) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity or law, and
the discretion of the court before which any proceeding therefor may be brought;
and (c) the unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnity of or contribution to a
party with respect to a liability where such indemnification or contribution is
contrary to public policy. The foregoing opinion 6 and the discussion contained
in the Prospectus under the caption "Certain Federal Income Tax Consequences"
represent conclusions as to the application of existing law. No assurance can be
given that the Internal Revenue Service will not assert contrary positions or
that the law (including the interpretation thereof) will not change.
Mid-America Finance, Inc.
Mid-America Capital Partners, L.P.
January 19, 1998
Page 3
We express no opinion as to any laws other than the law of the State of
Tennessee and Delaware and the federal law of the United States of America, nor
do we express any opinion, either implicitly or otherwise, on any issue not
expressly addressed above. Any change in applicable law, which may change at any
time and which is subject to differing interpretation, or in the facts or
documents on which our opinion is based, or any inaccuracy in the
representations or warranties on which we have relied, may affect the validity
of the foregoing opinions. This firm undertakes no obligation to update this
opinion in the event that there is either a change in the legal authorities,
facts or documents on which this opinion is based, or an inaccuracy in any of
the representations or warranties upon which we have relied in rendering this
opinion.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement, and to the use of our name under the caption "Legal
Matters" in the Prospectus. In giving such consent, we do not consider that we
are "experts", within the meaning of the term as used in the 1933 Act or the
rules and regulations of the Commission issued thereunder, with respect to any
part of the Registration Statement, including this opinion as an exhibit or
otherwise.
Baker, Donelson, Bearman & Caldwell,
a professional corporation
By:/s/ JOHN A. GOOD
John A. Good, a shareholder