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Exhibit 5.1




March 25, 2004



Deutsche Mortgage & Asset
   Receiving Corporation
60 Wall Street
New York, New York 10005


Re:   Mortgage Pass-Through Certificates
      ----------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Deutsche Mortgage & Asset Receiving
Corporation (the "Depositor") in connection with the Depositor's Registration
Statement on Form S-3 (No. 333-112636), which registration statement was filed
with the Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act") on February 9, 2004, and the
Pre-Effective Amendment No. 1 to such registration statement filed on the date
hereof (collectively, the "Registration Statement"). The prospectus (the
"Prospectus") forming a part of the Registration Statement describes Mortgage
Pass-Through Certificates (the "Certificates") that are to be sold by the
Depositor in one or more series (each, a "Series") of Certificates. Each Series
of Certificates will be issued under a separate pooling and servicing agreement
(each a "Pooling and Servicing Agreement") among the Depositor, a master
servicer (a "Servicer"), a trustee (a "Trustee") and, if applicable, such other
parties to be identified in the prospectus supplement (each, a "Prospectus
Supplement") for each respective Series. Capitalized terms used and not
otherwise defined herein have the respective meanings given to such terms in the
Registration Statement.

In rendering the opinions set forth below, we have examined and relied upon the
following: (1) the Registration Statement, including the Prospectus and the form
of the Prospectus Supplement constituting a part thereof, substantially in the
form filed with the Commission; (2) the Pooling and Servicing Agreement in the
form filed with



the Commission; and (3) such other documents, materials and authorities as we
have deemed necessary in order to enable us to render our opinions set forth
below. We express no opinion with respect to any Series of Certificates for
which we do not act as counsel to the Depositor.

Based on and subject to the foregoing, we are of the opinion that:

      1. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by the Depositor, a
Servicer, a Trustee and any other party thereto, such Pooling and Servicing
Agreement will constitute a legal, valid and binding agreement of Depositor,
enforceable against the Depositor in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, receivership or other laws relating to or affecting creditors'
rights generally, and to general principles of equity including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity), and except that the
enforcement of rights with respect to indemnification and contribution
obligations may be limited by applicable law or considerations of public policy.

      2. When a Pooling and Servicing Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by the Depositor, a
Servicer, a Trustee and any other party thereto, and the Certificates of such
Series have been duly executed, authenticated, delivered and sold as
contemplated in the Registration Statement, such Certificates will be validly
issued and outstanding, and the holders of such Certificates will be entitled to
the benefits of such Pooling and Servicing Agreement.

      3. The description of federal income tax consequences appearing under the
heading "Federal Income Tax Consequences" in the Prospectus accurately describes
the material federal income tax consequences to holders of Certificates issued
pursuant to the Registration Statement, under existing law and subject to the
qualifications and assumptions stated therein.

We hereby consent to the filing of this letter as an exhibit to the Registration
Statement and to the reference to this firm under the headings "Legal Matters"
and "Federal Income Tax Consequences" in the Prospectus, which is a part of the
Registration Statement. 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, WICKERSHAM & TAFT LLP

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