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Exhibit 8.1
[CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]
April 18, 2008
Credit Suisse First Boston Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010-3629
Re:
Issuance of
Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2008-C1
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Ladies and Gentlemen:
We have acted as special counsel to Credit Suisse First Boston
Mortgage Securities Corp. (the "Depositor") in connection with the
proposed sale
by the Depositor and purchase by Credit Suisse Securities (USA) LLC
("Credit
Suisse"), Morgan Stanley & Co. Incorporated ("Morgan Stanley")
and Deutsche Bank
Securities Inc. ("Deutsche Bank" and together with Credit Suisse
and Morgan
Stanley, the "Underwriters"; provided, that Deutsche Bank is not
acting as an
Underwriter of the Class A-2 Certificates), of the Depositor's
Commercial
Mortgage Pass-Through Certificates, Series 2008-C1, Class A-1,
Class A-2, Class
A-AB, Class A-3 and Class A-1-A Certificates (the "Public
Certificates" or
"Certificates") pursuant to the terms of an Underwriting Agreement,
dated March
28, 2008 (the "Underwriting Agreement"), between the Depositor and
the
Underwriters. The Public Certificates are being issued pursuant to
a Pooling and
Servicing Agreement, dated as of April 1, 2008 (the "Pooling and
Servicing
Agreement" and together with the Underwriting Agreement, the
"Agreements"), by
and among the Depositor, as depositor, KeyCorp Real Estate Capital
Markets,
Inc., as master servicer (the "Master Servicer"), Midland Loan
Services, Inc.,
as special servicer (the "Special Servicer"), and Wells Fargo Bank,
N.A., as
trustee (the "Trustee"). Capitalized terms used herein but not
defined herein
have the respective meanings given to them in the Underwriting
Agreement or, if
not defined therein, in the Pooling and Servicing Agreement.
In rendering the opinions set forth below, we have examined and
relied upon the originals, copies or specimens, certified or
otherwise
identified to our satisfaction, of the Transaction Documents (as
defined below)
and such certificates, corporate and public records, agreements and
instruments
and other documents, including, among other things, the documents
delivered on
the date hereof, as we have deemed appropriate as a basis for the
opinions
expressed below. In 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 authenticity of the originals of such
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 (the "Commission") through the Commission's Electronic
Data
Gathering, Analysis and Retrieval System to the printed document
reviewed by us,
and the accuracy of the matters set forth in the documents,
agreements and
instruments we reviewed. As






