EXHIBIT 5.2
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CADWALADER, XXXXXXXXXX & XXXX
000 XXXXXX XXXX
XXX XXXX, XXX XXXX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
November 14, 1996
CS First Boston Mortgage
Securities Corp.
00 Xxxx 00xx xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Conduit Mortgage and Manufactured Housing Contract Pass-Through
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Certificates
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Ladies and Gentlemen:
We have acted as your counsel in connection with a Registration
Statement on Form S-3 (the "Registration Statement") to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"). The Registration Statement covers Conduit Mortgage and
Manufactured Housing Contract Pass-Through Certificates ("Certificates") to be
sold by CS First Boston Mortgage Securities Corp. (the "Company") in one or more
series (each, a "Series") of Certificates. Each Series of Certificates will be
issued under a pooling and servicing agreement ("Pooling and Servicing
Agreement") between the Company and a servicer (the "Servicer") and a trustee
(the "Trustee") to be identified in the Prospectus Supplement for such Series of
Certificates. Forms of Pooling and Servicing Agreements are included as
exhibits to the Registration Statement. Capitalized terms used and not
otherwise defined herein have the respective meanings given them in the
Registration Statement.
In rendering the opinions set forth below, we have examined and relied
on the following: (1) the Registration Statement and the Prospectus and the
forms of Prospectus Supplement included therein; (2) the forms of the Pooling
and Servicing Agreement included as exhibits to the Registration Statement; and
(3) such other documents, materials, and
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authorities as we have deemed necessary in order to enable us to render our
opinions set forth below.
In rendering the opinions herein we do not express any opinion
concerning the laws of any jurisdiction other than the substantive laws of the
State of New York (without regard to conflicts of laws principles).
Based on and subject to the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered by the
Company, the Servicer and the Trustee, such Pooling and Servicing Agreement will
constitute a valid and legally binding agreement of the Company, enforceable
against the Company in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws affecting the
enforcement of rights of creditors generally and to general principles of equity
and the discretion of the court (regardless of whether enforceability is
considered in a proceeding in equity or at law).
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and delivered by the
Company, the Servicer and the Trustee, and the Certificates of such Series have
been duly executed, authenticated, delivered and sold as contemplated in the
Registration Statement, such Certificates will be legally and validly issued,
fully paid and nonassessable, and the holders of such Certificates will be
entitled to the benefits of such Pooling and Servicing Agreement.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus and "Legal Matters" in the Prospectus
Supplement forming a part of the Registration Statement. 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 Act.
Very truly yours,
/s/ CADWALADER, XXXXXXXXXX & XXXX
XXXXXXXXXX, XXXXXXXXXX & XXXX
