Common use of Confidential Offering Circular Clause in Contracts

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Loan Purchase Agreements, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB and NCBCC as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Loan Purchase Agreements and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB and NCBCC) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Loan Purchase Agreements and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Loan Purchase Agreements and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may be, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Loan Purchase Agreements and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB and NCBCC we have responded to inquiries from time to time by their respective closing coordinators, reviewed title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase Agreements) originated by NCCB and NCBCC. In addition, we have participated in the preparation of the Prospectus Supplement and the Confidential Offering Circular and, although we assume no responsibility for the accuracy and completeness of the Prospectus Supplement or the Confidential Offering Circular, based upon such participation but without independent review or verification, nothing has come to our attention which causes us to believe that, as of their respective dates or as of the Closing Date, either the Prospectus Supplement or the Confidential Offering Circular contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that we express no opinion as to (i) the financial statements and related notes, financial, statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement or the Confidential Offering Circular, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement. In that connection, we advise you that we have, as to materiality, relied to the extent we deemed appropriate on the judgment of officers and other representatives of NCCB and NCBCC and their affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Loan Purchase Agreements, any particular documents contained in such files or any other documents with respect to the Mortgage Loans. In basing our opinions and other matters set forth herein "to our knowledge," or words of similar import, the words "to our knowledge," or such words of similar import signify that, in the course of our representation of NCCB and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by such documents, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters set forth herein are not accurate. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters. All opinions set forth herein are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder of this page intentionally left blank] This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Loan Purchase AgreementsAgreement, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB KeyBank and NCBCC KRECM as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB KRECM and NCBCCKeyBank) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified certified, conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may beKeyBank, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB KeyBank and NCBCC KRECM we have responded to inquiries from time to time by their respective KeyBank's closing coordinators, reviewed title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase AgreementsAgreement) originated by NCCB and NCBCCKeyBank. In addition, we have participated in connection with the preparation of the Prospectus Supplement and the Confidential Offering Circular, we met in conferences and participated in telephone conversations with officers and employees of KeyBank and KRECM and counsel, officers and other representatives of the Depositor, the Underwriters, CSFB and the other Mortgage Loan Sellers, during which conferences and telephone conversations the contents of the Prospectus Supplement and the Confidential Offering Circular andwere discussed. We have not independently undertaken any procedures that were intended or likely to elicit information concerning the accuracy, although we assume no responsibility for completeness or fairness of the accuracy and completeness of statements made in the Prospectus Supplement or the Confidential Offering Circular, based upon such participation but without independent review or verification. On the basis of the foregoing and subject to the limitations set forth herein, nothing has come to our attention which causes to cause us to believe thatthat either the Prospectus Supplement or the Confidential Offering Circular, as of their respective dates or as of the Closing Date, either the Prospectus Supplement contained or the Confidential Offering Circular contained any contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except misleading (it being understood that we express no opinion as have not been requested to and we do not make any comment in this paragraph with respect to (i) the financial statements and related notesstatements, schedules or other accounting, financial, or statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement or the Confidential Offering Circular, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement). In that connection, we advise you that we have, as to materiality, relied to the extent we deemed appropriate on the judgment of officers and other representatives of NCCB and NCBCC KeyBank, KRECM and their affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Loan Purchase AgreementsAgreement (collectively, the "Transactions"), any particular documents contained in such files or any other documents with respect to the Mortgage Loans. In basing our opinions and other matters set forth Whenever a statement herein is qualified by the phrase "come to our knowledgeattention," or words of similar import, the words "it is intended to our knowledge," or such words of similar import signify indicate that, in during the course of our representation of NCCB and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by such documentsKeyBank or KRECM, no information has come to our attention that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys currently in this firm who have been actively involved in representing KRECM or actual notice that KeyBank in connection with the Transactions or in connection with the origination of any such opinions or other matters set forth herein are not accurateof the Mortgage Loans being sold as part of the Transactions. Except as otherwise stated hereinHowever, we have not undertaken no any independent investigation or verification to determine the accuracy of any such matters. All opinions set forth herein are subject tostatement, and may be any limited by, future changes in inquiry undertaken by us during the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder preparation of this page intentionally left blank] letter should not be regarded as such an investigation; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of KRECM or KeyBank. This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,, XXXXXXXXXX XXXXXXX & XXXXX, P.C. EXHIBIT G FORM OF OPINION OF PHILLIPS, LYTLE, XXXXXXXXX, XXXXXX & XXXXX, SPECIAL COUNSEL TO KEYBANK NATIONAL ASSOCIATION, THE MASTER SERVICER AND THE SPECIAL SERVICER June 13, 2001 Credit Suisse First Boston Corporation Xxxxx'x Investors Service, Inc. 00 Xxxxxxx Xxxxxx 00 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse First Boston Mortgage Xxxxx Fargo Bank Minnesota, N.A. Securities Corp. 00 Xxxxxxxx, 00xx Xxxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 First Union Securities Fitch, Inc. One First Union Center Xxx Xxxxx Xxxxxx Xxxxx, 00xx Xxxxx Xxxxxxxxx, XX 00000-0000 Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx Xxxxx Xxxxxx Inc. McDonald Investments Inc. 000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxxx, XX 00000 Re: Pooling and Servicing Agreement among Credit Suisse First Boston Mortgage Securities Corp., as Depositor ("Depositor"), KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as Master Servicer and Special Servicer and Xxxxx Fargo Bank Minnesota, N.A., as Trustee dated as of June 1, 2001 ("PSA") and Mortgage Loan Purchase Agreement between KeyBank National Association, as Seller and Depositor, as Purchaser dated as of June 12, 2001 ("MLPA" and together with the PSA, the "Agreements") ---------------------------------------------------------------------- Ladies and Gentlemen: We have acted as special local counsel to KeyCorp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage ("Company"), as Master Servicer and Special Servicer in connection with the execution and delivery of the PSA, and to KeyBank National Association ("KeyBank"), as Seller in connection with the execution and delivery of the MLPA. In connection with rendering our opinion, we have reviewed the PSA and the MLPA and have made such investigations of law as we have deemed necessary or appropriate to enable us to render this opinion. As to facts material to our opinion we have, when relevant facts were not independently established, relied upon the representations of the Company and KeyBank in the Agreements. In rendering the opinions expressed herein, we have assumed (i) the genuineness of all signatures by each party; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to original documents of all documents submitted to us as conformed or photostatic copies; (iv) the conformity in all material respects of the final executed form of the Agreements with the versions submitted to us in draft form on June 12, 2001; (v) the due formation and valid existence of the parties to the Agreements; and (vi) the due authorization, execution and delivery of the Agreements by the parties thereto, and their power and authority (including the obtaining of all necessary permits, licenses and approvals) to execute and perform each of the Agreements. Based upon the foregoing assumptions and subject to the qualifications hereinafter set forth, it is our opinion that, as of the date hereof:

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Mortgage Loan Purchase Agreements, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter, solely with respect to the information contained therein relating to the Key Loans. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB and NCBCC Key as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB and NCBCCKey) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified certified, conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may beKey, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB and NCBCC Key we have responded to inquiries from time to time by their respective Key's closing coordinators, reviewed securitization questionnaires, title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase Agreements) originated by NCCB and NCBCCKey Loans. In addition, we have participated in connection with the preparation of the Prospectus Supplement Supplement--Specified Sections and the Confidential Offering Circular andCircular--Specified Sections, although we assume no responsibility for met in conferences and participated in telephone conversations with officers and employees of Key and counsel, officers and other representatives of the accuracy Depositor, Credit Suisse First Boston Corporation, Xxxxxx Brothers, XxXxxxxx Investments Inc., Column Financial, Inc., National Consumer Cooperative Bank and completeness NCB Capital Corporation, during which conferences and telephone conversations the contents of the Prospectus Supplement Supplement--Specified Sections and the Confidential Offering Circular--Specified Sections were discussed. We have not independently undertaken any procedures that were intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in the Prospectus or the Confidential Offering Circular, based upon such participation but without independent review or verification. On the basis of the foregoing and subject to the limitations set forth herein, nothing has come to our attention which causes to cause us to believe thatthat either the Prospectus Supplement--Specified Sections or the Confidential Offering Circular--Specified Sections, as of their respective dates or as of the Closing Date, either the Prospectus Supplement contained or the Confidential Offering Circular contained any contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except misleading (it being understood that we express no opinion as have not been requested to and we do not make any comment in this paragraph with respect to (i) the financial statements and related notesstatements, schedules or other accounting, financial, or statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement Supplement--Specified Sections or the Confidential Offering Circular--Specified Sections, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement). In that connection, we advise you that we havethat, as to materiality, relied any facts material to the extent opinions expressed herein that we deemed appropriate on the judgment have not independently established or verified, we have relied upon statements and representations of officers and other representatives of NCCB Key and NCBCC and their its affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Mortgage Loan Purchase AgreementsAgreement (the "TRANSACTIONS"), any particular documents contained in such files or any other documents with respect to the Mortgage Key Loans. In basing our opinions We note that investors in the certificates marketed and other matters set forth herein sold pursuant to the Confidential Offering Circular (the "PRIVATE CERTIFICATES") typically conduct due diligence on their own behalf, including review and analysis of the Key Loans and related information to our knowledge," or words of similar import, the words "to our knowledge," or such words of similar import signify that, a greater degree than we have done in the course of our representation of NCCB Key. Consequently, they have been and/or may be provided information regarding the Key Loans that we have not reviewed, and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by had we reviewed such documents, no information has something may have come to our attention that would have lead us to believe that the Confidential Offering Circular at the date thereof or at the date of this letter contained or contains an untrue statement of material fact or that otherwise would have been material in connection with evaluating an investment in the Private Certificates. Whenever a statement herein is qualified by the phrase "come to our attention," it is intended to indicate that, during the course of our representation of Key, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys currently in this firm who have been actively involved in representing Key in connection with the Transactions or actual notice that in connection with the origination of any such opinions or other matters set forth herein are not accurateof the Key Loans being sold as part of the Transactions. Except as otherwise stated hereinHowever, we have not undertaken no any independent investigation or verification to determine the accuracy of any such matters. All opinions set forth herein are subject tostatement, and may be any limited by, future changes in inquiry undertaken by us during the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder preparation of this page intentionally left blank] letter should not be regarded as such an investigation; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Key. This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,, XXXXXXXXXX XXXXXXX & XXXXX, P.C. EXHIBIT F-2 FORM OF LETTER FROM XXXXXXXXXX, XXXXXXX & XXXXX, P.C. SPECIAL COUNSEL TO KEYBANK November 13, 2001 Credit Suisse First Boston Corporation Xxxxx Fargo Bank Minnesota, N.A. 00 Xxxxxxx Xxxxxx 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 Credit Suisse First Boston Mortgage Xxxxx'x Investors Service, Inc. Securities Corp. 00 Xxxxxx Xxxxxx 00 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Brothers Standard & Poor's Rating Services 101 Xxxxxx 00 Xxxxx Xxxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000-0000 XxXxxxxx Investments Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Re: Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CKN5 ---------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to KeyBank National Association, a national banking association ("Key"), in connection with the following transactions (collectively, the "TRANSACTIONS"):

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Loan Purchase AgreementsAgreement, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB KeyBank and NCBCC KRECM as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB KRECM and NCBCCKeyBank) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified certified, conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may beKeyBank, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB KeyBank and NCBCC KRECM we have responded to inquiries from time to time by their respective KeyBank's closing coordinators, reviewed title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase AgreementsAgreement) originated by NCCB and NCBCCKeyBank. In addition, we have participated in connection with the preparation of the Prospectus Supplement and the Confidential Offering Circular, we met in conferences and participated in telephone conversations with officers and employees of KeyBank and KRECM and counsel, officers and other representatives of the Depositor, the Underwriters, CSFB and the other Mortgage Loan Sellers, during which conferences and telephone conversations the contents of the Prospectus Supplement and the Confidential Offering Circular andwere discussed. We have not independently undertaken any procedures that were intended or likely to elicit information concerning the accuracy, although we assume no responsibility for completeness or fairness of the accuracy and completeness of statements made in the Prospectus Supplement or the Confidential Offering Circular, based upon such participation but without independent review or verification. On the basis of the foregoing and subject to the limitations set forth herein, nothing has come to our attention which causes to cause us to believe thatthat either the Prospectus Supplement or the Confidential Offering Circular, as of their respective dates or as of the Closing Date, either the Prospectus Supplement contained or the Confidential Offering Circular contained any contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except misleading (it being understood that we express no opinion as have not been requested to and we do not make any comment in this paragraph with respect to (i) the financial statements and related notesstatements, schedules or other accounting, financial, or statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement or the Confidential Offering Circular, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement). In that connection, we advise you that we have, as to materiality, relied to the extent we deemed appropriate on the judgment of officers and other representatives of NCCB and NCBCC KeyBank, KRECM and their affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Loan Purchase AgreementsAgreement (collectively, the "Transactions"), any particular documents contained in such files or any other documents with respect to the Mortgage Loans. In basing our opinions and other matters set forth Whenever a statement herein is qualified by the phrase "come to our knowledgeattention," or words of similar import, the words "it is intended to our knowledge," or such words of similar import signify indicate that, in during the course of our representation of NCCB and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by such documentsKeyBank or KRECM, no information has come to our attention that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys currently in this firm who have been actively involved in representing KRECM or actual notice that KeyBank in connection with the Transactions or in connection with the origination of any such opinions or other matters set forth herein are not accurateof the Mortgage Loans being sold as part of the Transactions. Except as otherwise stated hereinHowever, we have not undertaken no any independent investigation or verification to determine the accuracy of any such matters. All opinions set forth herein are subject tostatement, and may be any limited by, future changes in inquiry undertaken by us during the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder preparation of this page intentionally left blank] letter should not be regarded as such an investigation; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of KRECM or KeyBank. This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,, XXXXXXXXXX XXXXXXX & XXXXX, P.C.

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Mortgage Loan Purchase Agreements, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter, solely with respect to the information contained therein relating to the Key Loans. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB and NCBCC Key as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB and NCBCCKey) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified certified, conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may beKey, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Mortgage Loan Purchase Agreements and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB and NCBCC Key we have responded to inquiries from time to time by their respective Key's closing coordinators, reviewed securitization questionnaires, title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase Agreements) originated by NCCB and NCBCCKey Loans. In addition, we have participated in connection with the preparation of the Prospectus Supplement Supplement--Specified Sections and the Confidential Offering Circular andCircular--Specified Sections, although we assume no responsibility for met in conferences and participated in telephone conversations with officers and employees of Key and counsel, officers and other representatives of the accuracy Depositor, Credit Suisse First Boston Corporation, Xxxxxx Brothers, McDonald Investments Inc., Column Financial, Inc., National Consumer Cooperative Bank and completeness NCB Capital Corporation, during which conferences and telephone conversations the contents of the Prospectus Supplement Supplement--Specified Sections and the Confidential Offering Circular--Specified Sections were discussed. We have not independently undertaken any procedures that were intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in the Prospectus or the Confidential Offering Circular, based upon such participation but without independent review or verification. On the basis of the foregoing and subject to the limitations set forth herein, nothing has come to our attention which causes to cause us to believe thatthat either the Prospectus Supplement--Specified Sections or the Confidential Offering Circular--Specified Sections, as of their respective dates or as of the Closing Date, either the Prospectus Supplement contained or the Confidential Offering Circular contained any contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except misleading (it being understood that we express no opinion as have not been requested to and we do not make any comment in this paragraph with respect to (i) the financial statements and related notesstatements, schedules or other accounting, financial, or statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement Supplement--Specified Sections or the Confidential Offering Circular--Specified Sections, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement). In that connection, we advise you that we havethat, as to materiality, relied any facts material to the extent opinions expressed herein that we deemed appropriate on the judgment have not independently established or verified, we have relied upon statements and representations of officers and other representatives of NCCB Key and NCBCC and their its affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Mortgage Loan Purchase AgreementsAgreement (the "TRANSACTIONS"), any particular documents contained in such files or any other documents with respect to the Mortgage Key Loans. In basing our opinions We note that investors in the certificates marketed and other matters set forth herein sold pursuant to the Confidential Offering Circular (the "PRIVATE CERTIFICATES") typically conduct due diligence on their own behalf, including review and analysis of the Key Loans and related information to our knowledge," or words of similar import, the words "to our knowledge," or such words of similar import signify that, a greater degree than we have done in the course of our representation of NCCB Key. Consequently, they have been and/or may be provided information regarding the Key Loans that we have not reviewed, and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by had we reviewed such documents, no information has something may have come to our attention that would have lead us to believe that the Confidential Offering Circular at the date thereof or at the date of this letter contained or contains an untrue statement of material fact or that otherwise would have been material in connection with evaluating an investment in the Private Certificates. Whenever a statement herein is qualified by the phrase "come to our attention," it is intended to indicate that, during the course of our representation of Key, no information that would give us current actual knowledge of the inaccuracy of such statement has come to the attention of those attorneys currently in this firm who have been actively involved in representing Key in connection with the Transactions or actual notice that in connection with the origination of any such opinions or other matters set forth herein are not accurateof the Key Loans being sold as part of the Transactions. Except as otherwise stated hereinHowever, we have not undertaken no any independent investigation or verification to determine the accuracy of any such matters. All opinions set forth herein are subject tostatement, and may be any limited by, future changes in inquiry undertaken by us during the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder preparation of this page intentionally left blank] letter should not be regarded as such an investigation; no inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of Key. This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,, XXXXXXXXXX XXXXXXX & XXXXX, P.C.

Confidential Offering Circular. In connection with the delivery of this letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Prospectus, the Confidential Offering Circular, the Loan Purchase AgreementsAgreement, the Pooling and Servicing Agreement, and other such documents and records as we have deemed relevant or necessary as the basis for the views expressed in this letter. We have obtained such certificates from and made such inquiries of officers and other representatives of NCCB KeyBank and NCBCC KRECM as we have deemed relevant or necessary as the basis of the views expressed in this letter. We have relied upon and assumed the accuracy of, such other documents and records, such certificates and the statements made in response to such inquiries, with respect to the factual matters upon which the views expressed in this letter are based. We have also assumed (i) the truthfulness and accuracy of each of the representations and warranties as to factual matters contained in the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement and underlying the assumptions set forth below or that are otherwise factually relevant to the opinions expressed in this letter, (ii) the legal capacity of natural persons, (iii) the genuineness of all signatures (except for the signatures of officers of NCCB KRECM and NCBCCKeyBank) and the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as certified conformed or photostatic copies, (v) the due authorization by all necessary action, and the due execution and delivery, of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto and the constitution of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement as the legal, valid and binding obligations of each party thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, and similar laws relating to or affecting the enforceability of creditors' rights generally, the effect of general equitable principals (in equity or at law), and the availability of equitable remedies, (vi) the compliance with the relevant provisions of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement by the parties thereto, (vii) the conformity, to the requirements of each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, of the Mortgage Loan Documents delivered to the Depositor by NCCB and NCBCC, as the case may beKeyBank, (viii) the absence of any agreement that supplements or otherwise modifies the agreements expressed in each of the Loan Purchase Agreements Agreement and the Pooling and Servicing Agreement, and (ix) the conformity of the text of each document filed with the Securities Exchange Commission through the XXXXX system to the printed documents reviewed by us. In rendering this letter, we do not express any view concerning the laws of any jurisdiction other than the federal laws of the United States of America. In the course of acting as special counsel to NCCB KeyBank and NCBCC KRECM we have responded to inquiries from time to time by their respective KeyBank's closing coordinators, reviewed title insurance commitments and surveys and prepared most of the loan documents for a majority of the Mortgage Loans (as defined in the Loan Purchase AgreementsAgreement) originated by NCCB and NCBCCKeyBank. In addition, we have participated in connection with the preparation of the Prospectus Supplement and the Confidential Offering Circular, we met in conferences and participated in telephone conversations with officers and employees of KeyBank and KRECM and counsel, officers and other representatives of the Depositor, the Underwriters, CSFB and the other Mortgage Loan Seller, during which conferences and telephone conversations the contents of the Prospectus Supplement and the Confidential Offering Circular andwere discussed. We have not independently undertaken any procedures that were intended or likely to elicit information concerning the accuracy, although we assume no responsibility for completeness or fairness of the accuracy and completeness of statements made in the Prospectus Supplement or the Confidential Offering Circular, based upon such participation but without independent review or verification. On the basis of the foregoing and subject to the limitations set forth herein, nothing has come to our attention which causes to cause us to believe thatthat either the Prospectus Supplement or the Confidential Offering Circular, as of their respective dates or as of the Closing Date, either the Prospectus Supplement contained or the Confidential Offering Circular contained any contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except misleading (it being understood that we express no opinion as have not been requested to and we do not make any comment in this paragraph with respect to (i) the financial statements and related notesstatements, schedules or other accounting, financial, or statistical and accounting data and supporting schedules included therein or other information of that nature contained in or omitted from the Prospectus Supplement or the Confidential Offering Circular, or (ii) information contained in the computer diskette or the CD-ROM accompanying the Prospectus Supplement which we assume, but have not verified, does not vary from and is not different in any way from the information contained in the Prospectus Supplement). In that connection, we advise you that we have, as to materiality, relied to the extent we deemed appropriate on the judgment of officers and other representatives of NCCB and NCBCC KeyBank, KRECM and their affiliates. In addition, in that connection we call to your attention that, with your knowledge and consent, we have not (except as described above) examined or otherwise reviewed any of the Mortgage Files in connection with the transactions contemplated by the Pooling and Servicing Agreement and the Loan Purchase AgreementsAgreement (collectively, the "TRANSACTIONS"), any particular documents contained in such files or any other documents with respect to the Mortgage Loans. In basing our opinions and other matters set forth herein "to our knowledge," or words of similar import, the words "to our knowledge," or such words of similar import signify that, in the course of our representation of NCCB and NCBCC in the transactions contemplated by the Loan Purchase Agreements, the Prospectus Supplement and the Confidential Offering Circular and inquiry of the lawyers within our firm familiar with the transactions contemplated by such documents, no information has come to our attention that would give us actual knowledge or actual notice that any such opinions or other matters set forth herein are not accurate. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters. All opinions set forth herein are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. [Remainder of this page intentionally left blank] This letter is solely for the benefit of the addressees and may not be relied upon or used by, circulated, filed with any governmental authority or other regulatory agency, quoted or referred to, nor may copies hereof be delivered to, any other person (except to the parties involved in the Transactions and their respective counsel as part of the closing set related to the Transactions) without our prior written approval. We disclaim any obligation to update this letter for events occurring or coming to our attention after the date hereof, notwithstanding that such changes may affect the views or beliefs expressed in this letter. Very truly yours,.