SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
CHICAGO ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇.
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DALLAS TELEPHONE ▇▇▇ ▇▇▇ ▇▇▇▇ LONDON
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LOS ANGELES SINGAPORE
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FOUNDED 1866 TOKYO
WRITER'S DIRECT NUMBER
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▇▇▇ Commercial Mortgage Corp.
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Dear Sirs:
Reference is made to the prospectus supplement dated March 15, 1999 (the
"Prospectus Supplement") and the accompanying prospectus (the "Prospectus")
dated March 1, 1999, relating to the offering of eight classes of DLJ Commercial
Mortgage Trust 1999-CG1, Commercial Mortgage Pass-Through Certificates, Series
1999-CG1 (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
the Prospectus and the Prospectus Supplement; and, to the extent they constitute
matters of Federal tax law or legal conclusions with respect thereto, we hereby
confirm our opinion that 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