[LATHAM & WATKINS LETTERHEAD]

                                                            September 28, 1998

Deutsche Mortgage & Asset Receiving Corporation
One International Place
Boston, Massachusetts 02110


     Re: Deutsche Mortgage & Asset Receiving Corporation
         Registration Statement on Form S-3
         Registration No. 333-08328
         -----------------------------------------------

Ladies and Gentlemen:


     We have acted as counsel for Deutsche Mortgage & Asset Receiving
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement") which has been filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
for the registration under the Act of Mortgage Pass-Through Certificates (the
"Certificaties"), issuable in series (each, a "Series"). As set forth in the
Registration Statement, each Series will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement (each, an "Agreement")
among the Company, a trustee (the "Trustee") and, where appropriate, a master
servicer (the "Master Servicer") and a special servicer (the "Special
Servicer"), each to be identified (together with any other relevant parties) in
the prospectus supplement for such Series.


     We are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Certificates,
and for the purposes of this opinion, have assumed such proceedings will be
completed in the manner presently proposed by the Registration Statement. In
addition, we have made such legal and factual examinations and inquires,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.


     In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.



Deutsche Mortgage & Asset Receiving Corporation
September 28, 1998
Page 2


     We are opining only as to the effect of the Federal laws of the United
States, the internal laws of the State of New York and the General Corporation
Law of the State of Delaware, and we express no opinion with respect to the
applicability or the effect of the laws of any other jurisdiction or, in the
case of Delaware, any other laws, or as to any matters of municipal law or the
laws of any other local agencies within any state.


     Subject to the foregoing and the other matters set forth herein, we are of
the opinion that:


     1. When an Agreement relating to a Series has been duly and validly
authorized, executed and delivered by the Company, the Master Servicer and the
Special Servicer, if any, the Trustee and any other party thereto, such
Agreement will constitute a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms.


     2. When a Series has been duly authorized by all necessary action on the
part of the Company (subject to the terms thereof being otherwise in compliance
with applicable law at such time) and has been duly executed, authenticated and
delivered by the Trustee against payment in accordance with the terms of the
related underwriting agreement, such Series will be validly issued, fully paid
and nonassessable, and the holders thereof will be entitled to the benefits of
the related Agreement.


     The opinions rendered above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
relating to or affecting the rights and remedies of creditors, (ii) 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, (iii) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy, and (iv)
possible limitations arising from applicable laws other than those referred to
in the preceding clause (i) upon the remedial provisions contained in any
Agreement, but such limitations do not in our opinion of themselves make the
remedies afforded inadequate for the practical realization of the benefits
purported to be provided thereby.


     We hereby consent to the filing of this letter as Exhibit 5-2 to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the Act or the
Rules and Regulations of the Commission issued thereunder with respect to any
part of the Registration Statement, including this exhibit.



                                        Very truly yours,





                                        /s/ Latham & Watkins
                                        --------------------------
                                        LATHAM & WATKINS