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 (Date of earliest event reported):  December 13, 2012

COMM 2012-CCRE5 Mortgage Trust

(Exact name of issuing entity)

Deutsche Mortgage & Asset Receiving Corporation

(Exact name of registrant as specified in its charter)

Cantor Commercial Real Estate Lending, L.P.

German American Capital Corporation

KeyBank National Association

(Exact names of sponsors as specified in their charters)

Delaware	333-172143-08	04-3310019
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

60 Wall Street	New York, New York	10005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 250-2500

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 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 8.01. OTHER EVENTS

On December 13, 2012, Deutsche Mortgage & Asset Receiving Corporation (the “Registrant”) caused the issuance, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2012 (the “Pooling and Servicing Agreement”), between the Registrant, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer and special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Park Bridge Lender Services LLC, as operating advisor, of COMM 2012-CCRE5 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE5 (the “Certificates”).  The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class X-A Certificates (collectively, the “Publicly Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P., KeyBanc Capital Markets Inc. and Nomura Securities International, Inc., as underwriters (collectively, in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, dated December 6, 2012, between the Registrant, German American Capital Corporation and the Underwriters.

On December 13, 2012, the Class X-B, Class A-M, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class LR and Class R Certificates (collectively, the “Privately Offered Certificates”) were sold to Deutsche Bank Securities Inc., Cantor Fitzgerald & Co. and KeyBanc Capital Markets Inc., as initial purchasers (collectively, in such capacities, the “Initial Purchasers”), pursuant to a Certificate Purchase Agreement, dated December 6, 2012, between the Registrant, German American Capital Corporation and the Initial Purchasers.  The Privately Offered Certificates were sold in transactions exempt from registration under the Securities Act of 1933, as amended.

The Certificates represent, in the aggregate, the entire beneficial ownership in COMM 2012-CCRE5 Mortgage Trust, a common law trust fund formed on December 13, 2012 under the laws of the State of New York pursuant to the Pooling and Servicing Agreement.  The Issuing Entity’s primary assets are 63 fixed rate mortgage loans (the “Mortgage Loans”) secured by first liens on 98 commercial and multifamily properties.

The net proceeds of the sale of the Certificates were applied to the purchase of the Mortgage Loans by the Registrant from Cantor Commercial Real Estate Lending, L.P., German American Capital Corporation and KeyBank National Association. The net proceeds to the Depositor of the offering of the Certificates, after deducting expenses payable by the Depositor in connection with the issuance and distribution of the Certificates of $4,548,836, were approximately $1,133,665,560.  Of the expenses paid by the Depositor, approximately $0 were paid directly to affiliates of the Depositor, $110,000 in the form of fees were paid to the Underwriters and the Initial Purchasers, $0 were paid to or for the Underwriters and the Initial Purchasers, and $4,538,836 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.

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 December 13, 2012.

8.1 Tax Opinion of Sidley Austin LLP, dated December 13, 2012 (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.

Deutsche Mortgage & Asset Receiving Corporation
By:	/s/ Matt Smith
Name:  Matt Smith
Title:    Vice President
By:	/s/ Natalie Denisenko Grainger
Name:  Natalie Denisenko Grainger
Title:    Vice President

Date:  December 13, 2012

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EXHIBIT INDEX

Exhibit Number	Description
5.1 8.1 23.1	Legality Opinion of Sidley Austin LLP, dated December 13, 2012. Tax Opinion of Sidley Austin LLP, dated December 13, 2012 (included as part of Exhibit 5.1). Consent of Sidley Austin LLP (included as part of Exhibit 5.1).

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EX-5.1

EXHIBIT 5.1

	SIDLEY AUSTIN llp 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX	BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES	NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
		FOUNDED 1866

December 13, 2012

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Re: Deutsche Mortgage & Asset Receiving Corporation

Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE5

Ladies and Gentlemen:

We have acted as counsel to Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation (the “Depositor”), in connection with the issuance of approximately $1,133,665,560 aggregate principal balance of Commercial Mortgage Pass-Through Certificates, Series 2012-CCRE5, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class X-A Certificates (collectively, the “Publicly Offered Certificates”), Class X-B, Class A-M, Class B, Class PEZ, Class C, Class D, Class E, Class F, Class G, Class H, Class R and Class LR Certificates, pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2012 (the “Pooling and Servicing Agreement”), between the Depositor, as depositor, Midland Loan Services, a Division of PNC Bank, National Association as master servicer (in such capacity, the “Master Servicer”) and as special servicer (in such capacity, the “Special Servicer”), Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator, (in such capacity, the “Certificate Administrator”), custodian and paying agent, and Park Bridge Lender Services LLC, as operating advisor (the “Operating Advisor”).

For purposes of rendering this opinion letter, we have reviewed:

(i)           the Registration Statement on Form S-3 (Registration No. 333-172143) relating to the Publicly Offered Certificates (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on June 9, 2011;

(ii)          the Prospectus, dated August 6, 2012 (the “Base Prospectus”) and the Prospectus Supplement, dated December 6, 2012 (the “Prospectus Supplement”) relating to the Publicly Offered Certificates;

Sidley Austin (NY) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.

COMM 2012-CCRE5  DECEMBER 13, 2012 
PAGE 2   NEW YORK

(iii)         the Underwriting Agreement, dated December 6, 2012 (the “Underwriting Agreement”), between the Depositor, GACC, Deutsche Bank Securities Inc., Cantor Fitzgerald & Co., CastleOak Securities, L.P., Nomura Securities International, Inc., and KeyBanc Capital Markets Inc. (collectively, in such capacity, the “Underwriters”);

(iv)         evidence satisfactory to us with respect to the effectiveness of the Registration Statement under the Act; and

(v)          the forms of the Publicly Offered Certificates attached as exhibits to the Pooling and Servicing Agreement.

In connection with the foregoing, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we deemed necessary for the purposes of this opinion.  In our examination, we have assumed the following:  (a) the genuineness of all signatures; (b) the legal capacity of natural persons; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents; (e) the conformity of the text of each document filed with the Commission through its Electronic Data Gathering, Analysis and Retrieval System to the printed documents reviewed by us; and (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates that we have reviewed.  As to any facts material to the opinions expressed herein that were not known to us, we have relied upon (1) certificates, statements and representations of officers and other representatives of the Depositor and others and (2) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Depositor, dated December 4, 2012 (the “Delaware Good Standing Certificate”).

Our opinions set forth below are subject to:  (1) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the doctrine of estoppel; (2) the possible unavailability of specific performance and injunctive relief, regardless of whether considered in a proceeding in equity or at law; (3) the effect of certain laws, rules, regulations and judicial and other decisions upon enforceability; (4) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable preference, fraudulent conveyance and transfer, moratorium and other similar laws affecting the rights of creditors or secured parties generally and the effect of, to the extent applicable, the rights of creditors or of secured creditors of national banks or of “financial companies” (as defined in Section 201 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) or their affiliates; and (5) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of any provision of any agreement that purports or is construed to provide indemnification with respect to securities law violations.

COMM 2012-CCRE5  DECEMBER 13, 2012 
PAGE 3   NEW YORK

Based upon and subject to the foregoing, we are of the opinion that—

A.           The Publicly Offered Certificates, when duly and validly executed and authenticated in accordance with the terms of the Pooling and Servicing Agreement, and when delivered and paid for by the Underwriters pursuant to the Underwriting Agreement, will be validly issued, fully paid and non-assessable and entitled to the benefits provided by the Pooling and Servicing Agreement.

B.           The descriptions set forth under the captions “Certain Federal Income Tax Consequences,” “Federal Income Tax Consequences for REMIC Certificates” and “Federal Income Tax Consequences for Certificates as to which No REMIC Election is Made” in the Base Prospectus and “Material Federal Income Tax Consequences” in the Prospectus Supplement, although they do not discuss all federal income tax consequences that may be applicable to the individual circumstances of particular investors (some of which may be subject to special treatment under the Internal Revenue Code of 1986), otherwise correctly describe, as of the date hereof, the material aspects of the federal income tax treatment of an investment in the Publicly Offered Certificates commonly applicable to investors that are U.S. Persons (as defined in the Base Prospectus) and, where expressly indicated therein, to investors that are not U.S. Persons.  We also hereby confirm the opinion expressly set forth under such headings as our opinion.

C.           Based solely on the Delaware Good Standing Certificate, the Depositor is validly existing and in good standing under the laws of the State of Delaware.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the discussion of our opinions set forth in this opinion letter under the headings “Legal Matters,” “Certain Federal Income Tax Consequences,” “Federal Income Tax Consequences for REMIC Certificates” and “Federal Income Tax Consequences for Certificates as to which no REMIC Election is Made” in the Base Prospectus and “Material Federal Income Tax Consequences” and “Legal Matters” in the Prospectus Supplement.  In giving such consent, we do not consider that we are “experts”, within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

COMM 2012-CCRE5  DECEMBER 13, 2012 
PAGE 4   NEW YORK

We express no opinion as to any laws other than the federal laws of the United States of America, the laws of the State of New York and, solely with respect to the opinion set forth in paragraph (C) above, the Delaware General Corporation Law.  We do not express any opinion, either implicitly or otherwise, on any issue not expressly addressed above.  We express no opinion with respect to any Series of Certificates for which we do not act as counsel to the Depositor.

Very truly yours,

/s/ Sidley Austin LLP