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EX-5.1 - LEGALITY OPINION OF SIDLEY AUSTIN LLP, DATED JUNE 29, 2017 - BANK 2017-BNK5exh_5-1opinion.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

 

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): June 29, 2017

 

Central Index Key Number of the issuing entity:  0001706303
BANK 2017-BNK5
(Exact name of issuing entity)

 

Central Index Key Number of the depositor:  0001547361
Morgan Stanley Capital I Inc.
(Exact name of registrant as specified in its charter)

 

Central Index Key Number of the sponsor:  0000740906

Wells Fargo Bank, National Association

 

Central Index Key Number of the sponsor:  0001541557

Morgan Stanley Mortgage Capital Holdings LLC

 

Central Index Key Number of the sponsor:  0001102113

Bank of America, National Association

 

Central Index Key Number of the sponsor:  0001577313

National Cooperative Bank, N.A.

(Exact names of sponsors as specified in their respective charters)

 

Delaware 333-206582-11 13-3291626
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

1585 Broadway New York, New York 10036
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant's telephone number, including area code:  (212) 761-4000           

 

Not applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 

   
 

  

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

On June 29, 2017, Morgan Stanley Capital I Inc. (the “Registrant”) caused the issuance, pursuant to the Pooling and Servicing Agreement, dated as of June 1, 2017 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Wells Fargo Bank, National Association, as general master servicer, CWCapital Asset Management LLC, as general special servicer, National Cooperative Bank, N.A., as NCB master servicer and as NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, of BANK 2017-BNK5, Commercial Mortgage Pass-Through Certificates, Series 2017-BNK5 (the “Certificates”).

 

The Certificates consist of the following classes (each, a “Class”), designated as (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (collectively, the “Publicly Offered Certificates”), (ii) the Class X-D, Class D, Class E, Class F, Class G, Class H, Class V and Class R Certificates (collectively, the “Privately Offered Certificates”) and (iii) the RR Interest.

 

The Publicly Offered Certificates were sold to Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Drexel Hamilton, LLC, as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to the Underwriting Agreement, dated as of June 16, 2017, between the Registrant, Morgan Stanley Mortgage Capital Holdings LLC (“MSMCH”) and the Underwriters.

 

The Privately Offered Certificates were sold to Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to the Certificate Purchase Agreement, dated as of June 16, 2017, between the Registrant, MSMCH and the Initial Purchasers. The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.

 

On June 29, 2017, the RR Interest was transferred by the Registrant to Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association and Bank of America, National Association (collectively, in such capacities, the “Retaining Parties”), pursuant to an RR Interest Transfer Agreement, dated as of June 19, 2017, between the Registrant and the Retaining Parties, in one or more transactions exempt from registration under the Securities Act of 1933, as amended.

 

The Certificates represent, in the aggregate, the entire beneficial ownership in BANK 2017-BNK5, a common law trust fund formed on June 29, 2017 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Issuing Entity’s primary assets are eighty-seven (87) fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on two hundred eleven (211) commercial properties. The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Wells Fargo Bank, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Bank of America, National Association and National Cooperative Bank, N.A.

 

The Registrant sold all of the Publicly Offered Certificates, having an aggregate certificate principal amount of $1,055,675,000, on June 29, 2017.  The net proceeds of the offering to the Registrant of the issuance of the Publicly Offered Certificates, after

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deducting expenses payable by the Registrant of $6,969,363, were approximately $1,145,791,016 plus accrued interest from the cut-off date.  Of the expenses paid by the Registrant, $100,000 were paid directly to affiliates of the Registrant, $50,000 were in the form of fees paid to the Underwriters unaffiliated with the Registrant, approximately $125,000 were expenses paid to or for the Underwriters and $6,694,363 were other expenses.  All of the foregoing expense amounts are the Registrant’s reasonable estimates of such expenses.  No underwriting discounts and commissions or finder’s fees were paid by the Registrant; the Publicly Offered Certificates were offered by the Underwriters for sale to the public in negotiated transactions or otherwise at varying prices determined at the time of sale.  The Registrant also sold to the Initial Purchasers on such date the Privately Offered Certificates, having an aggregate principal amount of $114,048,946, in each case in private placement transactions exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act.  Further information regarding such sales has been previously provided on the Registrant’s Current Report on Form 8-K, dated June 29, 2017 (including, as to the price per class of Publicly Offered Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus, dated June 19, 2017.  The related registration statement (file no. 333-206582) was originally declared effective on December 9, 2015.

 

Item 8.01.  OTHER EVENTS

 

In connection with the issuance and sale to the Underwriters of the Publicly Offered Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Publicly Offered Certificates, which legal opinion is attached as an exhibit to this report.

 

 

Item 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

 

(d)         Exhibits:

 

  5.1 Legality Opinion of Sidley Austin LLP, dated June 29, 2017.
     
  8.1 Tax Opinion of Sidley Austin LLP, dated June 29, 2017 (included as part of Exhibit 5.1).
     
  23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).
     
     

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

     
  Morgan Stanley Capital I Inc.
     
     
  By: /s/ Jane H. Lam
    Name:  Jane H. Lam
    Title:    Vice President

 

Date:  June 29, 2017

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EXHIBIT INDEX

 

Exhibit Number Description
   
5.1 Legality Opinion of Sidley Austin LLP, dated June 29, 2017.
   
8.1 Tax Opinion of Sidley Austin LLP, dated June 29, 2017 (included as part of Exhibit 5.1).
   
23.1 Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

 

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