[Hunton & Williams Letterhead]
Exhibit 8.2
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December 17, 1999
National Mortgage Securities Corporation
909 East Main Street
Richmond, Virginia 23219
Gentlemen:
We have acted as counsel to National Mortgage Securities Corporation,
a Virginia corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-3 (the "Registration Statement"),
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), for the registration under the Act of $300,000,000
aggregate principal amount of Pass-Through Certificates (the "Certificates") and
Asset-Backed Notes representing interests in one or more trusts (each a "Trust")
to be established by the Company. The Certificates of each Trust will be issued
pursuant to a form of Pooling and Master Servicing Agreement, including Standard
Terms thereto, among the Company, a trustee to be named therein, and a servicer
to be named therein (a "Pooling and Servicing Agreement").
We have reviewed the originals or copies of (i) the Articles of
Incorporation, By-laws, and other organizational documents of the Company; (ii)
certain resolutions of the Board of Directors of the Company; (iii) the Pooling
and Servicing Agreement, including the forms of the Certificates annexed
thereto; (iv) the Registration Statement and the prospectus included therein;
and (v) such other documents as we have deemed necessary or appropriate as a
basis for the opinions set forth below.
Based on the foregoing, we adopt and confirm that the legal conclusions
contained in the Registration Statement under the caption "Federal Income Tax
Consequences" are our opinion as to the material federal income tax consequences
associated with the purchase, ownership and disposition of the Certificates. We
also are of the opinion that, with respect to the issuance of the Certificates
of a Trust for which an election to be treated as a real estate mortgage
investment conduit ("REMIC") is to be made, if (i) the Company, the Trustee, and
the other parties to the
National Mortgage Securities
Corporation
December 17, 1999
Page 2
issuance transaction comply (without waiver) with all of the provisions of the
Pooling and Servicing Agreement and certain other documents to be prepared and
executed in connection with such transaction, (ii) the Certificates are issued
and sold as described in the Registration Statement and the prospectus
supplement to be issued in connection with the Trust, and (iii) an election is
properly made and filed for the Trust (or designated assets thereof) to be
treated as one or more REMICs pursuant to Section 860D of the Internal Revenue
Code of 1986, as amended (the "Code"), the Trust (or designated assets thereof)
will qualify as one or more REMICs, and the Certificates relating to the Trust
will be considered to be "regular interests" or the "residual interest" in a
REMIC (as designated in the relevant prospectus supplement) on the date of
issuance thereof and thereafter, assuming continuing compliance with the REMIC
provisions of the Code and any regulations thereunder.
You should be aware that the above opinions represent our conclusions as to
the application of existing law to a transaction as described above. There can
be no assurance that contrary positions will not be taken by the Internal
Revenue Service or that the law will not change.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to Hunton & Williams
under the caption "Federal Income Tax Consequences" in the Prospectus. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Certificates under the laws of or any
state.
Very truly yours,
/s/ Hunton & Williams