Exhibit 5.1
                           SIDLEY AUSTIN BROWN & WOOD
                                875 Third Avenue
                               New York, NY 10022
                            Telephone: (212) 906-2000
                            Facsimile: (212) 906-2021

                                                            September 28, 2001


DB Depositor Inc.
c/o Deutsche Banc. Alex. Brown Inc.
31 West 52nd Street
New York, NY  10019


         Re:      DB Depositor Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to DB Depositor Inc., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement No.
333-64512 on Form S-3, (together with the exhibits and amendments thereto, the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the registration by the Company of Trust Certificates (the "Certificates"). As
described in the Registration Statement, the Certificates will be issued in
series (and may be issued in classes within any given series), with each series
being issued by a trust (each, a "Trust") to be formed by the Company pursuant
to a Trust Agreement (each, a "Trust Agreement") between the Company and The
Bank of New York, as trustee (the "Trustee").

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, a form
of the Trust Agreement, and such corporate records, agreements, documents and
other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed necessary for
purposes of the opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company. The opinion set forth below is also
based on the assumptions that (i) the Registration Statement (including any
necessary post-effective amendments), has become effective under the Securities
Act, (ii) the amount, price, interest rate and other principal terms of the
Certificates have been duly approved by the Board of Directors (or its
authorized designees) of the Company, (iii) the related Trust Agreement has been
duly executed and delivered by the parties thereto substantially in the form
filed as an exhibit to the Registration Statement, and (iv) the Certificates
have been duly executed by the Trustee and authenticated by the Trustee in
accordance with the Trust Agreement and sold and delivered by the Company
against payment therefor.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Certificates will be legally issued,
fully paid and nonassessable.

         The opinion herein is limited to the laws of the State of New York, the
corporate laws of the State of Delaware and the federal laws of the United
States, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.

         This opinion is based on the facts and circumstances set forth in the
Registration Statement 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 or circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We further consent to the reference to our firm's name
under the caption "Legal Opinions" in the prospectuses and the forms of
prospectus supplements which are a part of the Registration Statement.

         This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person and, except as provided in the immediately preceding paragraph, may
not be disclosed, quoted, filed with a governmental agency or otherwise referred
to without our prior written consent.

                                           Very truly yours,

                                          /s/ Sidley Austin Brown & Wood LLP