[Firm Letterhead]

Conduit Mortgage Pass-Through Certificates

Dear Sirs:

We have acted as your counsel in connection with the Registration Statement on Form S-11 (the "Registration Statement") and the related prospectus (the "Prospectus") being filed today with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act") in respect of Conduit Mortgage Pass-Through Certificates ("Certificates"). Our advice formed the basis for the description of federal income tax consequences appearing in the Prospectus under the heading "Certain Federal Income Tax Consequences." Such description does not purport to discuss all possible federal income tax consequences of an investment in Certificates, but with respect to those tax consequences which are discussed, in our opinion, the description is accurate.

We consent to the filing of this letter as an Exhibit to the Registration Statement and to the reference to this firm in the Registration Statement and Prospectus under the heading "Certain Federal Income Tax Consequences" without admitting that we are "experts" within the meaning of the Act or the rules and regulations of the Securities and Exchange Commission issued under them.

Very truly yours,

[Firm Name]

By _________, a Partner

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