Exhibit 8.1
March 14, 2006
Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005
Re: Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD2
Commercial Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as special counsel to Deutsche Mortgage & Asset
Receiving Corporation (the "Company") in connection with the proposed sale by
the Company and purchase by Deutsche Bank Securities Inc. ("DBS"), Citigroup
Global Markets Inc. ("CGM"), PNC Capital Markets LLC ("PNCCM"), Nomura
Securities International, Inc. ("Nomura"), J.P. Morgan Securities Inc. ("JP
Morgan") and Wachovia Capital Markets, LLC ("Wachovia Securities," and,
collectively with DBS, CGM, PNCCM, Nomura and JP Morgan, the "Underwriters"), of
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-1B,
Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates
(collectively, the "Public Certificates"), pursuant to the terms of an
Underwriting Agreement, dated February 27, 2006 (the "Underwriting Agreement"),
between the Company and the Underwriters. The Certificates are being issued
pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006 (the
"Pooling and Servicing Agreement"), among the Company, Midland Loan Services,
Inc., as the servicer with respect to all of the Mortgage Loans other than
Mortgage Loans sold by Citigroup Global Markets Realty Corp. ("CGMRC") to the
Depositor (the "Midland Servicer"), Wachovia Bank, National Association as the
Servicer with respect to the Mortgage Loans sold by CGMRC to the Depositor (the
"Wachovia Servicer" and collectively, with the Midland Servicer, the
"Servicers"), LNR Partners, Inc., as Special Servicer and Wells Fargo Bank,
N.A., a national banking association, as trustee and paying agent (the
"Trustee").
In rendering the opinions set forth below, we have examined and
relied upon the originals, copies or specimens, certified or otherwise
identified to our satisfaction, of the Transaction Documents (as defined below)
and such certificates, corporate and public records, agreements and instruments
and other documents, including, among other things, the documents delivered on
the date hereof, as we have deemed appropriate as a basis for the opinions
expressed below. In 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 authenticity of the originals of such 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 (the "Commission") through the Commission's Electronic Data
Gathering, Analysis and Retrieval System to the printed document reviewed by us,
and the accuracy of the matters set forth in the documents, agreements and
instruments we reviewed. As to matters of fact relevant to the opinions
expressed herein, we have relied upon, and assumed the accuracy of, the
representations and warranties contained in the in the Underwriting Agreement
and the Pooling and Servicing Agreement and we have relied upon certificates and
oral or written statements and other information obtained from the Company, the
other parties to the transaction referenced herein, and public officials. Except
as expressly set forth herein, we have not undertaken any independent
investigation (including, without limitation, conducting any review, search or
investigation of any public files, records or dockets) to determine the
existence or absence of the facts that are material to our opinions, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the Company and others in connection with the
preparation and delivery of this letter.
In particular, we have examined and relied upon:
(i) the Free Writing Prospectus, dated February 16, 2006, the
Free Writing Prospectus, dated February 24, 2006, the
Prospectus Supplement, dated February 27, 2006, and the
Prospectus, dated February 27, 2006, each relating to the
offering of the Certificates,
(ii) the Pooling and Servicing Agreement and
(iii) the Underwriting Agreement.
Items (i) to (iii) above are referred to in this letter as the
"Transaction Documents".
We have also assumed that all documents, agreements and
instruments have been duly authorized, executed and delivered by all parties
thereto, that all such parties are validly existing and in good standing
under the laws of their respective jurisdictions of organization, that all
such parties had the power and legal right to execute and deliver all such
documents, agreements and instruments, and (other than with respect to the
Company) that such documents, agreements and instruments are legal, valid and
binding obligations of such parties, enforceable against such parties in
accordance with their respective terms. As used herein, "to our knowledge",
"known to us" or words of similar import mean the actual knowledge, without
independent investigation, of any lawyer in our firm actively involved in the
transactions contemplated by the Underwriting Agreement.
We express no opinion concerning the laws of any jurisdiction
other than the laws of the State of New York and, to the extent expressly
referred to in this letter, the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The Certificates have been duly authorized and executed(1) by the
Company and, when the Certificates have been duly executed, authenticated
and delivered by the Trustee in the manner contemplated in the Pooling and
Servicing Agreement and paid for by and sold to the Underwriters pursuant
to the Underwriting Agreement, the Certificates will be binding
obligations of the issuing trust, enforceable against the issuing trust in
accordance with their 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 (regardless of whether enforcement is sought in a
proceeding at law or in equity), and will be validly issued and
outstanding, fully paid and non-assessable and entitled to the benefits
provided by the Pooling and Servicing Agreement.
2. The descriptions of federal income tax consequences appearing
under the heading "Certain Federal Income Tax Consequences" in the
Prospectus and in the Prospectus Supplement accurately describe the
material federal income tax consequences to holders of the Certificates,
under existing law and subject to the qualifications and assumptions
stated therein. We also hereby confirm and adopt the opinions expressly
set forth under such headings, 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
Company's Registration Statement on Form S-3 (File No. 333-130390) (the
"Registration Statement"), as declared effective on March 2, 2006, as it relates
to the Certificates and to the reference to this firm under the headings "Legal
Matters" and "Certain Federal Income Tax Consequences" in the Prospectus and in
the Prospectus Supplement. 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 Securities Act of 1933, as amended.
In addition, we disclaim any obligation to update this letter for
changes in fact or law, or otherwise.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP
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(1) In some cases, the Trustee under the Pooling and Servicing Agreement
may execute the Certificates, not the Company.