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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/23/15 Wells Fargo Com’l Mtge Tr 2015-P2 8-K:8,9 12/23/15 19:31M Nuvo Group, Inc./FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 62K
13: EX-36.1 Depositors Certification for Shelf Offerings of HTML 14K
Asset-Backed Securities in Respect of
That Certain Prospectus Dated December
8, 2015, Which Such Certification Is
Dated the Date Hereof
2: EX-1.1 Underwriting Agreement, Dated as of December 8, HTML 193K
2015
3: EX-4.1 Pooling and Servicing Agreement, Dated as of HTML 3.42M
December 1, 2015
4: EX-4.2 Pooling and Servicing Agreement, Dated as of HTML 4.48M
December 1, 2015
5: EX-4.3 Pooling and Servicing Agreement, Dated as of HTML 4.41M
November 1, 2015
6: EX-4.4 Co-Lender Agreement, Dated as of December 1, 2015 HTML 233K
7: EX-4.5 Co-Lender Agreement, Dated as of December 1, 2015 HTML 227K
8: EX-4.6 Co-Lender Agreement, Dated as of November 17, 2015 HTML 140K
9: EX-4.7 Co-Lender Agreement, Dated as of December 1, 2015 HTML 230K
10: EX-4.8 Co-Lender Agreement, Dated as of December 23, 2015 HTML 261K
11: EX-4.9 Co-Lender Agreement, Dated as of December 14, 2015 HTML 226K
12: EX-5 Legality Opinion of Cadwalader, Wickersham & Taft HTML 23K
LLP, Dated December 23, 2015
14: EX-99.1 Mortgage Loan Purchase Agreement, Dated as of HTML 574K
December 8, 2015
15: EX-99.2 Mortgage Loan Purchase Agreement, Dated as of HTML 983K
December 8, 2015
16: EX-99.3 Mortgage Loan Purchase Agreement, Dated as of HTML 367K
December 8, 2015
17: EX-99.4 Mortgage Loan Purchase Agreement, Dated as of HTML 472K
December 8, 2015
18: EX-99.5 Mortgage Loan Purchase Agreement, Dated as of HTML 333K
December 8, 2015
19: EX-99.6 Sub-Servicing Agreement, Dated as of December 1, HTML 319K
2015
Exhibit 5
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Cadwalader, Wickersham & Taft LLP 227 West Trade Street, Charlotte, NC 28202 Tel +1 704 348 5100 Fax +1 704 348 5200 www.cadwalader.com NewYork London Charlotte Washington Houston Beijing Hong Kong Brussels |
Wells Fargo Commercial Mortgage Securities, Inc.
375 Park Avenue, 2nd Floor, J0127-023
New York, New York 10152-023
| Re: | Wells Fargo Commercial Mortgage Trust 2015-P2, Commercial Mortgage Pass-Through Certificates, Series 2015-P2 |
Ladies and Gentlemen:
We have acted as special counsel to Wells Fargo Commercial Mortgage Securities, Inc. (the “Company”) in connection with the proposed sale by the Company and purchase by Wells Fargo Securities, LLC (“WFS”), Citigroup Global Markets Inc. (“CGMI”), SG Americas Securities, LLC (“SG”) and Deutsche Bank Securities Inc. (“DBSI” and, together with WFS, CGMI and SG, the “Underwriters”) of the Wells Fargo Commercial Mortgage Trust 2015-P2, Commercial Mortgage Pass-Through Certificates, Series 2015-P2, Class A-1, Class A-2A, Class A-2B, Class A-3, Class A-4, Class A-SB, Class A-S, Class X-A, Class X-B, Class B and Class C (the “Offered Certificates”), pursuant to the terms of the Underwriting Agreement, dated December 8, 2015 (the “Agreement”), among the Company, Wells Fargo Bank, National Association, WFS, CGMI, SG and DBSI. The Offered Certificates are being issued pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2015 (the “Pooling and Servicing Agreement”), among the Company, Wells Fargo Bank, National Association, as master servicer, C-III Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), tax administrator and custodian, and Wilmington Trust, National Association, as trustee, and Pentalpha Surveillance LLC, as operating advisor and asset representations reviewer. This letter is being delivered at the request of the Company pursuant to Section 6(f) of the Agreement. Capitalized terms used herein but not defined herein have the respective meanings given them in the 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 Agreement and the Pooling and Servicing Agreement 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, the accuracy of the matters set forth in the documents, agreements and instruments we reviewed, and that such documents, agreements and instruments evidence the entire understanding between the parties thereto and have not been amended, modified or supplemented in any manner material to the opinions expressed herein. As to matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed the accuracy of, the representations and warranties contained in the Agreement and the Pooling and Servicing Agreement and we have relied upon certificates and oral or written statements and other information obtained from the Company, the other parties to the transaction referenced herein, and public officials. Except as expressly set forth herein, we have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any public files, records or dockets) to determine the existence or absence of the facts that are material to our opinions, and no inference as to our knowledge concerning such facts should be drawn from our reliance on the representations of the Company and others in connection with the preparation and delivery of this letter.
We have also assumed (x) the legal capacity of all natural persons and (y) (except to the extent expressly opined on herein) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties are validly existing and in good standing under the laws of their respective jurisdictions of organization, that all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments constitute the legal, valid and binding obligations of such parties, enforceable against such parties in accordance with their respective terms. As used herein, “to our knowledge”, “known to us” or words of similar import mean the actual knowledge, without independent investigation, of any lawyer in our firm actively involved in representing the Company with respect to the transactions contemplated by the Agreement.
We express no opinion concerning the laws of any jurisdiction other than the laws of the State of New York and, to the extent expressly referred to in this letter, the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the Offered Certificates have been duly executed, authenticated and delivered by the Certificate Administrator in the manner contemplated in the Pooling and Servicing Agreement and paid for by and sold to the Underwriters pursuant to the Agreement, the Offered Certificates will be validly issued and outstanding, fully paid and non-assessable and entitled to the benefits provided by the Pooling and Servicing Agreement.
2. The descriptions of federal income tax consequences appearing under the heading “Material Federal Income Tax Considerations” in the Company’s Prospectus,
| -2- |
dated December 8, 2015 (the “Prospectus”), accurately describe the material federal income tax consequences to holders of the Offered Certificates, under existing law and subject to the qualifications and assumptions stated therein. We also hereby confirm and adopt the opinions expressly set forth under such headings, under existing law and subject to the qualifications and assumptions stated therein.
We hereby consent to the filing of this letter as an exhibit to the Company’s Registration Statement on Form SF-3 (File No. 333-206677) filed with the Commission on August 31, 2015, as amended by a Form SF-3/A filed on October 27, 2015 and a Form SF-3/A filed on November 12, 2015, and as declared effective on November 23, 2015 (excluding any exhibits thereto, the “Registration Statement”), as it relates to the Offered Certificates, and to the reference to Cadwalader, Wickersham & Taft LLP and the discussion of our opinions set forth in this letter under the headings “Legal Matters” and “Material Federal Income Tax Considerations” and “Legal Matters” in the Prospectus. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act of 1933, as amended.
In addition, we disclaim any obligation to update this letter or communicate with or advise you as to any changes in fact or law, or otherwise.
| Very truly yours, | ||
| /s/ Cadwalader, Wickersham & Taft LLP | ||
| -3- |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 12/23/15 | 424B2, 8-K/A | ||
| 12/8/15 | FWP | |||
| 12/1/15 | ||||
| 11/23/15 | ||||
| 11/12/15 | ||||
| 10/27/15 | ||||
| 8/31/15 | ||||
| List all Filings | ||||
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