[LATHAM & WATKINS LLP LETTERHEAD]



Exhibit 5.2

March 25, 2004

Deutsche Mortgage & Asset Receiving Corporation
60 Wall Street
New York, New York 10005

Re:   Deutsche Mortgage & Asset Receiving Corporation
      Registration Statement on Form S-3

Ladies and Gentlemen:

            We have acted as counsel for Deutsche Mortgage & Asset Receiving
Corporation, a Delaware corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement") which has been filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), for
the registration under the Act of Mortgage Pass-Through Certificates (the
"Certificates"), issuable in series (each, a "Series"). As set forth in the
Registration Statement, each Series will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement (each, an "Agreement")
between the Company, a trustee (the "Trustee") and, where appropriate, a master
servicer (the "Master Servicer") and a special servicer (the "Special
Servicer"), each to be identified (together with any other relevant parties) in
the prospectus supplement for such Series.

            We are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization and issuance of the
Certificates, and for the purposes of this opinion, have assumed such
proceedings will be completed in the manner presently proposed by the
Registration Statement. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.

            In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies. We have also assumed, with respect to each Series of Certificates,
that:

            (a) each party to the related Agreement has the power and authority
to enter into and perform all of such party's obligations thereunder, and



March 25, 2004
Page 2

            (b) when the related Agreement has been duly authorized by all
necessary action, executed and delivered by each party thereto, it will
constitute the valid and binding obligation of each party thereto, enforceable
against such party in accordance with its terms.

            We are opining only as to the effect of the Federal laws of the
United States, the internal laws of the State of New York and the General
Corporation Law of the State of Delaware, and we express no opinion with respect
to the applicability or the effect of the laws of any other jurisdiction or, in
the case of Delaware, any other laws, or as to any matters of municipal law or
the laws of any other local agencies within any state.

            Subject to the foregoing and the other matters set forth herein, we
are of the opinion that when the Registration Statement has become effective and
a Series has been duly authorized by all necessary action on the part of the
Company (subject to the terms thereof being otherwise in compliance with
applicable law at such time) and the Agreement has been duly executed,
authenticated and delivered by the parties thereto and the Certificates have
been duly executed, authenticated and delivered by the Trustee against payment
in accordance with the terms of the related underwriting agreement, such Series
will be validly issued, fully paid and nonassessable, and the holders thereof
will be entitled to the benefits of the related Agreement.

            The opinions rendered above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws relating
to or affecting the rights and remedies of creditors, (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought, (iii) the unenforceability under certain circumstances
under law or court decisions of provisions providing for the indemnification of
or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy, and (iv) possible
limitations arising from applicable laws other than those referred to in the
preceding clause (i) upon the remedial provisions contained in any Agreement,
but such limitations do not in our opinion of themselves make the remedies
afforded inadequate for the practical realization of the benefits purported to
be provided thereby.

            We hereby consent to the filing of this letter as Exhibit 5.2 to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the Act or the
Rules and Regulations of the Commission issued thereunder with respect to any
part of the Registration Statement, including this exhibit.

                                    Very truly yours,


                                    /s/ Latham & Watkins LLP