SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 XXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
CHICAGO TELEPHONE 000 000 0000 WASHINGTON, D.C.
----- FACSIMILE 000 000 0000 -----
DALLAS LONDON
----- FOUNDED 1866 -----
LOS ANGELES SINGAPORE
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TOKYO
WRITER'S DIRECT NUMBER
December 16, 1998
DLJ Commercial Mortgage Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Reference is made to the prospectus supplement dated
November 20, 1998 (the "Prospectus Supplement") and the accompanying
prospectus (the "Prospectus") dated November 20, 1998, relating to the
offering of eight classes of DLJ Commercial Mortgage Trust 1998-CF2,
Commercial Mortgage Pass-Through Certificates, Series 1998-CF2 (the "Offered
Certificates").
We have acted as tax counsel to DLJ Commercial Mortgage
Corp. (the "Company") in connection with the issuance of the Offered
Certificates. We have reviewed the statements under the heading "Federal
Income Tax Consequences" in each of the Prospectus and the Prospectus
Supplement; and, to the extent they constitute matters of Federal tax law or
legal conclusions with respect thereto, such statements while not discussing
all possible consequences of an investment in the Offered Certificates to all
investors, are correct in all material respects and constitute our opinion
regarding such matters of Federal tax law. In rendering this opinion, we have
relied without independent investigation on the description of the Offered
Certificates set forth in the Prospectus Supplement. We hereby consent to the
filing of this opinion as part of the Company's Registration Statement on Form
S-3 (No. 333-59167) as an exhibit to a Current Report on Form 8K.
We assume no obligation to update or supplement this letter
to reflect any facts or circumstances which may hereafter come to our
attention with respect to the opinion expressed above, including any changes
in applicable law which may hereafter occur.
Very truly yours,
/S/Sidley & Austin
