8-K

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:  November 22, 2011

(Date of earliest event reported)

WFRBS Commercial Mortgage Trust 2011-C5

(Exact name of issuing entity)

The Royal Bank of Scotland plc

Wells Fargo Bank, National Association

RBS Financial Products Inc.

Basis Real Estate Capital II, LLC

C-III Commercial Mortgage LLC

General Electric Capital Corporation

(Exact name of sponsor as specified in its charter)

Wells Fargo Commercial Mortgage Securities, Inc.

(Exact name of registrant as specified in its charter)

North Carolina	333-172366-01	56-1643598
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

301 South College Street Charlotte, North Carolina	28288-1066
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code      (704) 374-6161     

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.                      Other Events.

On November 22, 2011, Wells Fargo Commercial Mortgage Securities, Inc. (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2011 (the “Pooling and Servicing Agreement”), among the Registrant, as depositor, Wells Fargo Bank, National Association (“Wells Fargo Bank”), as master servicer, certificate administrator, tax administrator and custodian, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Deutsche Bank Trust Company Americas, as trustee, and TriMont Real Estate Advisors, Inc., as trust advisor, of WFRBS Commercial Mortgage Trust 2011-C5, Commercial Mortgage Pass-Through Certificates, Series 2011-C5 (the “Public Certificates”).  The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, having an aggregate initial principal amount of$763,800,000,were sold to Wells Fargo Securities, LLC (“WFS”), RBS Securities Inc. (“RBSSI”), Citigroup Global Markets Inc. (“Citigroup”) and Goldman, Sachs & Co. (“Goldman” and, together with WFS, RBSSI and Citigroup, the “Underwriters”), pursuant to an Underwriting Agreement, dated November 1, 2011, among the Registrant, the Underwriters and Wells Fargo Bank.  The Public Certificates and the Mortgage Loans are more particularly described in the Prospectus Supplement, dated November 1, 2011, supplementing the Prospectus dated November 1, 2011, each as filed with the Securities and Exchange Commission.  In connection with the issuance and sale to the Underwriters of the Public Certificates, a legal opinion was rendered related to the validity of, and certain federal income tax considerations relating to, the Public Certificates, which legal opinion is attached to an exhibit to this report.

On November 22, 2011, the Class X-A, X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (collectively, the “Private Certificates”) having an aggregate initial principal amount of $327,343,970, were sold to WFS and RBSSI (together, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, dated November 1, 2011, among the Registrant, the Initial Purchasers and Wells Fargo Bank.  The Private Certificates were sold in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act.

The Public Certificates and the Private Certificates represent, in the aggregate, the entire beneficial ownership in WFRBS Commercial Mortgage Trust 2011-C5 (the “Issuing Entity”), a common law trust fund formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The assets of the Issuing Entity consist primarily of 75 fixed-rate mortgage loans (the “Mortgage Loans”) secured by first liens on 98 commercial, multifamily and manufactured housing community properties.  Certain of the Mortgage Loans were acquired by the Registrant from The Royal Bank of Scotland plc (“RBS”) pursuant to a Mortgage Loan Purchase Agreement dated as of November 1, 2011, between the Registrant and RBS; certain of the Mortgage Loans were acquired by the Registrant from Wells Fargo Bank pursuant to a Mortgage Loan Purchase Agreement dated as of November 1, 2011, between the Registrant and Wells Fargo Bank; certain of the Mortgage Loans were acquired by the Registrant from Basis Real Estate Capital II, LLC (“Basis”) pursuant to a Mortgage Loan Purchase Agreement dated as of November 1, 2011, between the Registrant, Basis and Basis Investment Group LLC; certain of the Mortgage Loans were acquired by the Registrant from RBS Financial Products Inc. (“RBSFP”) pursuant to a Mortgage Loan Purchase Agreement and dated as of November 1, 2011, between the Registrant and RBSFP; certain of the Mortgage Loans were acquired by the Registrant from C-III Commercial Mortgage LLC (“C-III”) pursuant to a Mortgage Loan Purchase Agreement dated as of November 1, 2011, between the Registrant and C-III; and certain of the Mortgage Loans were acquired by the Registrant from General Electric Capital Corporation (“GECC” and together with RBS, Wells Fargo Bank, Basis, RBSFP and C-III, the “Mortgage Loan Sellers”) pursuant to a Mortgage Loan Purchase

Agreement dated as of November 1, 2011, between the Registrant and GECC.  The net proceeds of the sale of the Public Certificates and Private Certificates were applied to the purchase of the Mortgage Loans by the Registrant from the Mortgage Loan Sellers.

The Pooling and Servicing Agreement, the Underwriting Agreement and the Mortgage Loan Purchase Agreements are attached as exhibits to the Registrant’s Form 8-K filed with the Securities and Exchange Commission on November 16, 2011.

The Depositor sold all of the Public Certificates, having an aggregate certificate principal amount of $763,800,000, on November 22, 2011.  The net proceeds of the offering to the Depositor of the issuance of the certificates, after deducting expenses payable by the Depositor of $5,624,481, were approximately $1,131,941,067.  Of the expenses paid by the Depositor, approximately $78,500 were paid directly to affiliates of the Depositor, $1,707,632 in the form of fees were paid to the Underwriters, $100,000 were expenses paid to or for the Underwriters and $3,938,349 were other expenses.  All of the foregoing expense amounts are the Depositor's reasonable estimates of such expenses.  No underwriting discounts and commissions or finder's fees were paid by the Depositor; the Public 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 Depositor also sold to the Initial Purchasers on such date the Class X-A, X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class R Certificates (the "Private Certificates"), having an aggregate principal amount of $327,343,970, 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 Depositor's Current Report on Form 8-K, filed November 16, 2011 (including, as to the price per class of Public Certificates, on Schedule I to the Underwriting Agreement filed as an exhibit thereto) and in its Prospectus Supplement, dated November 1, 2011 to the Prospectus, dated November 1, 2011.  The related registration statement (file no. 333-172366) was originally declared effective on August 10, 2011.

Item 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No. Description

Exhibit 5 Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 22, 2011.

Exhibit 8 Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 22, 2011 (included as part of Exhibit 5).

Exhibit 23 Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).

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.

Date:  November 22, 2011	WELLS FARGO COMMERCIAL MORTGAGE SECURITIES, INC. (Registrant)
	By:	/s/ Anthony Sfarra
		Name:  Anthony Sfarra
		Title:  Director

INDEX TO EXHIBITS

Item 601(a) of RegulationS-K Exhibit No.	Description	Paper (P) or Electronic (E)
5	Legality Opinion of Cadwalader, Wickersham & Taft LLP, dated November 22, 2011.	(E)
8	Tax Opinion of Cadwalader, Wickersham & Taft LLP, dated November 22, 2011 (included as part of Exhibit 5).	(E)
23	Consent of Cadwalader, Wickersham & Taft LLP (included as part of Exhibit 5).	(E)

EX-5

Exhibit 5

November 22, 2011

Wells Fargo Commercial Mortgage Securities, Inc.

375 Park Avenue, 2nd Floor

J0127-023

New York, New York  10152-023

Re:   WFRBS Commercial Mortgage Trust 2011-C5,
Commercial Mortgage Pass-Through Certificates, Series 2011-C5

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”), RBS Securities Inc. (“RBSS”), Citigroup Global Markets Inc. (“Citi”) and Goldman, Sachs & Co. (“Goldman” and collectively, with WFS, RBSS and Citi, the “Underwriters”) of the Company’s Commercial Mortgage Pass-Through Certificates, Series 2011-C5, Class A-1, Class A-2, Class A-3 and Class A-4 (the “Offered Certificates”), pursuant to the terms of the Underwriting Agreement, dated November 1, 2011 (the “Agreement”), among the Company, WFS, RBSS, Citi, Goldman and Wells Fargo Bank, National Association.  The Offered Certificates are being issued pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2011 (the “Pooling and Servicing Agreement”), among the Company, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, Deutsche Bank Trust Company Americas, as trustee, and TriMont Real Estate Advisors, Inc., as trust advisor.  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, and the accuracy of the matters set forth in the documents, agreements and instruments we reviewed.  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 are 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 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 Trustee 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 Consequences” in the Company’s Prospectus, dated November 1, 2011 (the “Prospectus”), and in the Company’s Prospectus Supplement, dated November 1, 2011 (the “Prospectus Supplement”), accurately describe the material federal income tax consequences to holders of the Offered Certificates, under

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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 S-3 (File No. 333-172366), as declared effective on August 10, 2011 (the “Registration Statement”) as it relates to the Offered Certificates, and to the reference to this firm under the headings “Legal Matters” and “Material Federal Income Tax Consequences” in the Prospectus Supplement 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 for changes in fact or law, or otherwise.

Very truly yours,

/s/ Cadwalader, Wickersham & Taft LLP

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