EXHIBIT 8.2

                       [LATHAM & WATKINS LLP LETTERHEAD]


June 29, 2005




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 special counsel to Deutsche Mortgage & Asset Receiving
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 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 (the "Series"). As
described in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the terms and conditions of a separate pooling and
servicing agreement between the Company, a trustee, a master servicer and, where
appropriate, a special servicer, each to be identified (together with any other
relevant parties) in the prospectus supplement for such Series of Certificates.

      In rendering our opinion, we have examined and are familiar with originals
or copies, certified or otherwise identified to our satisfaction, of the
Registration Statement and the prospectus (the "Prospectus") and the form of the
prospectus supplement (the "Prospectus Supplement") included therein, and such
other documents as we have deemed necessary or appropriate as a basis for the
opinion set forth below.

      In rendering our opinion, we have examined the Internal Revenue Code of
1986, as amended, as of the date hereof, the Treasury Regulations promulgated
thereunder, judicial decisions, legislative history and such other authorities
as we have deemed appropriate. The statutory provisions, regulations,
interpretations, and other authorities upon which our opinion is based are
subject to change, and such changes could apply retroactively.




      We express no opinion as to any laws other than the federal income tax
and, to a limited extent, certain federal estate tax laws of the United States
of America as of the date hereof.

      Based upon and subject to the foregoing, it is our opinion that the
statements in the Prospectus under the captions "Summary of Prospectus-Certain
Federal Income Tax Consequences" and "Certain Federal Income Tax Consequences,"
insofar as they purport to summarize certain provisions of specific statutes and
regulations referred to therein, are accurate summaries in all material
respects, based on existing law and the assumptions and subject to the
limitations stated therein.

      The foregoing opinion and the discussion contained in the Prospectus under
the captions "Summary of Prospectus-Certain Federal Income Tax Consequences" and
"Certain Federal Income Tax Consequences" represent our conclusions as to the
application of existing law. Our opinion is not binding on the Internal Revenue
Service or the courts and no assurance can be given that the Internal Revenue
Service will not assert contrary positions or that the law (including the
interpretation thereof) will not change. We also note that the Prospectus and
Prospectus Supplement filed with the Registration Statement do not relate to any
specific transaction. Accordingly, the above-referenced description of federal
income and estate tax consequences may require modifications in the context of
an actual transaction. We express no opinion either as to any matter not
specifically covered by the foregoing opinion or as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.

      Any change in applicable law, which may change at any time, or a change in
the facts or documents on which our opinion is based, or any inaccuracy in the
representations or warranties on which we have relied, may affect the validity
of the foregoing opinion. This firm undertakes no obligation to update this
opinion in the event that there is either a change in the legal authorities,
facts or documents on which this opinion is based, or an inaccuracy in any of
the representations or warranties upon which we have relied in rendering this
opinion.

      This letter is furnished only to you, and is for your use in connection
with the registration of Certificates pursuant to the Registration Statement
upon the understanding that we are not hereby assuming professional
responsibility to any other person whatsoever. This opinion letter may not be
used, relied upon, circulated, furnished, quoted or otherwise referred to by any
other person, firm or other entity for any purpose or for any other purpose
without our prior written consent in each instance, which may be granted or
withheld in our sole discretion, except that this opinion letter may be relied
upon by the investors who purchase Certificates pursuant to the Registration
Statement. We hereby consent to the filing of this opinion as Exhibit 8.2 to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act, or the rules or regulations of the SEC promulgated thereunder.

                                       Very truly yours,

                                       /s/ Latham & Watkins LLP