[CADWALADER LETTERHEAD]
March 11, 1999
To the Persons Named on
Schedule 1 Hereto:
Re: NationsLink Funding Corporation,
Commercial Loan Pass-Through Certificates, Series 1999-LTL-1
Ladies and Gentlemen:
We are rendering this opinion letter pursuant to Section 6(b) of
that certain Underwriting Agreement, dated as of March 5, 1999 (the
"Underwriting Agreement"), by and between NationsLink Funding Corporation
("NationsLink") and NationsBanc Xxxxxxxxxx Securities LLC ("NationsBanc
Xxxxxxxxxx"), as underwriter (in such capacity, the "Underwriter"), and Section
3(e) of that certain Private Placement Agency Agreement, dated as of March 5,
1999 (the "Placement Agreement"), by and between NationsLink and NationsBanc
Xxxxxxxxxx, as placement agent (in such capacity, the "Placement Agent"). We
have acted as special counsel to NationsLink in connection with (i) the issuance
of NationsLink's Commercial Loan Pass-Through Certificates, Series 1999-LTL-1
(the "Certificates"), consisting of twelve classes: the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class X
Certificates, the Class B Certificates, the Class C Certificates, the Class D
Certificates, the Class E Certificates, the Class F Certificates, the Class G
Certificates, the Class R-I Certificates and the Class R-II Certificates; (ii)
the sale by NationsLink and the purchase by the Underwriter pursuant to the
Underwriting Agreement of the Class A-1, the Class A-2, the Class A-3, the Class
X and the Class B Certificates (collectively, the "Publicly Offered
Certificates"); and (iii) the sale by NationsLink through the Placement Agent
pursuant to the Placement Agreement of the Class C, the Class D, the Class E,
the Class F and the Class G Certificates (collectively, the "Privately Placed
Certificates").
The Certificates are being issued pursuant to that certain
Pooling and Servicing Agreement, dated as of February 15, 1999 (the "Pooling and
Servicing Agreement"), by and among NationsLink, as depositor, NationsBank, N.A.
("NationsBank"), as a mortgage loan seller, Capital Lease Funding, L.P. ("CLF"),
as a mortgage loan seller, Midland Loan Services, Inc., as master servicer and
as special servicer, LaSalle National Bank, as trustee (in such capacity, the
"Trustee") and as REMIC Administrator (in such capacity, the "REMIC
Administrator"), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent").
Capitalized terms used and not otherwise defined herein have the meanings given
to them in the Pooling and Servicing Agreement. The Certificates will evidence
beneficial ownership interests in a trust fund (the "Trust Fund") the assets of
which will consist of a pool of mortgage loans identified on Schedule I to the
Pooling and Servicing Agreement, together with certain related assets.
In rendering the opinion set forth below, we have examined and
relied upon originals, copies or specimens, certified or otherwise identified to
our satisfaction, of the Pooling and Servicing Agreement, the Prospectus
Supplement and Prospectus, each dated March 5, 1999 and relating to the Publicly
Offered Certificates, the Private Placement Memorandum dated March 5, 1999
relating to the Privately Placed Certificates, specimen forms of the Publicly
Offered Certificates and the Privately Placed Certificates, and such
certificates, corporate records and other documents, agreements, opinions and
instruments, including, among other things, those delivered at the closing of
the purchase and sale of the Publicly Offered Certificates and the Privately
Placed Certificates, as we have deemed necessary as a basis for such opinion
hereinafter expressed. In connection with such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents, agreements and
instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments
submitted to us as copies or specimens, the conformity of the text of each
document filed with the Securities and Exchange Commission through the XXXXX
system to the printed document reviewed by us, the authenticity of the originals
of such documents, agreements and instruments submitted to us as copies or
specimens, and the accuracy of the matters set forth in the documents,
agreements and instruments we reviewed. As to any facts material to such opinion
that were not known to us, we have relied upon statements, certificates and
representations of officers and other representatives of NationsBank,
NationsLink, CLF, the Trustee, the REMIC Administrator and NationsBanc
Xxxxxxxxxx and their officers and other representatives, and of public
officials.
In rendering the opinion below, we do not express any opinion
concerning the laws of any jurisdiction other than the substantive federal laws
of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that, assuming compliance with all relevant provisions of the Pooling and
Servicing Agreement as in effect on the Closing Date, (a) REMIC I and REMIC II
will each qualify for treatment for federal income tax purposes as a "real
estate mortgage investment conduit", as defined in Section 860D of the Code; (b)
the Class A-1, Class A-2, Class A-3, Class X, Class B, Class C, Class D, Class
E, Class F and Class G Certificates will constitute "regular interests" in REMIC
II and the Class R-II Certificates will constitute the sole class of "residual
interest" in REMIC II within the meaning of the Code; and (c) the Class LA-1
Uncertificated Interest, Class LA-2 Uncertificated Interest, Class LA-3
Uncertificated Interest, Class LWAC Uncertificated Interest, Class LB
Uncertificated Interest, Class LC Uncertificated Interest, Class LD
Uncertificated Interest, Class LE Uncertificated Interest, Class LF
Uncertificated Interest and Class LG Uncertificated Interest will constitute
"regular interests" in REMIC I and the Class R-I Certificates will constitute
the sole class of "residual interests" in REMIC I within the meaning of the
Code.
We are furnishing this letter to you solely for your benefit in
connection with the transactions referred to herein. This letter is not to be
relied upon, used, circulated, quoted or otherwise referred to by any other
person or for any other purpose without our prior written consent.
Very truly yours,
/s/ Xxxxxxxxxx, Xxxxxxxxxx & Xxxx
SCHEDULE 1
NationsBanc Xxxxxxxxxx Securities LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
NationsLink Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
NationsBank, N.A.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Capital Lease Funding, L.P.
000 Xxxxxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc.
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Duff & Xxxxxx Credit Rating Co.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Midland Loan Services, Inc.
in its capacity as Master Servicer and as Special Servicer
000 Xxxx 00xx Xxxxxx, 0xx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
LaSalle National Bank
in its capacity as Trustee and REMIC Administrator
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
ABN AMRO Bank N.V.
in its capacity as Fiscal Agent
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
