[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") 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") which you plan to offer in series, each series to be issued under a separate pooling and servicing agreement (a "Pooling and Servicing Agreement"), in substantially the form set forth as an Exhibit to the Registration Statement, among Mortgage Securities Inc. (the "Company"), a master servicer to be identified in the prospectus supplement for such series of Certificates (the "Master Servicer" for such series), and a trustee to be identified in the prospectus supplement for such series of Certificates (the "Trustee" for such series).

We have examined originals or copies certified or otherwise identified to our satisfaction of such documents and records of the Company, and such public documents and records, as we have deemed necessary as a basis for the opinions expressed in this letter.

Based on the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that:

1 When, in respect of a series of Certificates, a Pooling and Servicing Agreement has been duly authorized by all necessary action and duly executed and delivered by the Company, the Master Servicer and the Trustee for such series, such Pooling and Servicing Agreement will be a legal and valid obligation of the Company; and

2 When a Pooling and Servicing Agreement for a series of Certificates has been duly authorized by all necessary action and duly executed and delivered by the Company, the Master Servicer and the Trustee for such series, and when such series of Certificates has been duly executed, authenticated, issued and sold as contemplated in the Registration Statement and the prospectus delivered pursuant to Section 5 of the Act in connection with it, 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.

The form of Pooling and Servicing Agreement indicates that it is governed by the laws of the State of _________. We express no opinion as to the laws of any jurisdiction other than the laws of the State of _________ and the federal securities laws of the United States of America.

We by this letter consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm in the Registration Statement and the related prospectus under the heading "Legal Matters," 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 with respect to any part of the Registration Statement including this Exhibit.

Very truly yours,

[Firm Name]

By _________, Partner

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