EXHIBIT 8.1
[CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]
June 28, 2007
Wachovia Commercial Mortgage Securities, Inc.
301 South College Street
One Wachovia Center
Charlotte, North Carolina 28288-0166
Re: Wachovia Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2007-C32
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Ladies and Gentlemen:
We have acted as special counsel to Wachovia Commercial Mortgage
Securities, Inc. (the "Company") in connection with the proposed sale by the
Company and purchase by Wachovia Capital Markets, LLC, Goldman, Sachs & Co. and
Barclays Capital Inc. (collectively, the "Underwriters"), of the Wachovia Bank
Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2007-C32, Class A-1, Class A-2, Class A-PB, Class A-3, Class A-1A, Class IO,
Class A-J, Class B, Class C, Class D, Class E and Class F Certificates (the
"Securities"), pursuant to the terms of the Underwriting Agreement, dated June
22, 2007 (the "Agreement"), among the Company, Wachovia Bank, National
Association and the Underwriters. The Securities are being issued pursuant to a
pooling and servicing agreement, dated June 1, 2007 (the "Pooling and Servicing
Agreement"), among the Company, as Depositor, Wachovia Bank, National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special
Servicer, and Wells Fargo Bank, N.A., as Trustee. This letter is being delivered
at the request of the Company pursuant to Section 6(f) of the Agreement.
Capitalized terms used herein but not defined herein have the respective
meanings given them in the Agreement.
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 Agreement, the Pooling and Servicing
Agreement 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 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.
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
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 Securities have been duly authorized by the Company and, when
the Securities 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 Agreement,
the Securities 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 "MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the
Prospectus and in the Prospectus Supplement accurately describe the
material federal income tax consequences to holders of the Securities,
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. 333-131262) (the
"Registration Statement"), as declared effective on March 31, 2006 and as
amended by Post-Effective Amendment No. 1, filed on April 4, 2006, and
Post-Effective Amendment No. 2, filed on April 18, 2006, as it relates to the
Securities and to the reference to this firm under the headings "LEGAL MATTERS"
and "MATERIAL 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