February 16, 1999


Citicorp Mortgage Securities, Inc.
909 Third Avenue
New York, NY 10043

Citicorp
399 Park Avenue
New York, NY  10043


Ladies and Gentlemen:

This opinion is being provided by the undersigned, as an Associate General
Counsel--Corporate Law of Citigroup Inc. I have acted as your counsel in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") being filed today with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration
Statement covers a total of $10 billion aggregate principal amount of
Certificates (the "Certificates") of one or more series to be issued by Citicorp
Mortgage Securities, Inc. ("CMSI") evidencing fractional undivided interests in
a trust or trusts to be created by CMSI; and guaranties (the "Guaranties") that
may be issued by Citicorp with respect to the Certificates.

Each series of Certificates will be issued pursuant to a separate Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement" for such series)
between CMSI and a commercial bank, savings and loan association or trust
company (the "Trustee" for such series). The Trustee for a series will be
entitled to the benefits of any Guaranty for such series.

I, or attorneys under my supervision, have examined originals or copies,
certified or otherwise identified to my satisfaction, of such corporate records
of CMSI and Citicorp, such other documents and certificates of public
officials, officers and representatives of CMSI and Citicorp and other persons
and such other documents, agreements and instruments, and I have made such
investigations of law, as I have deemed appropriate as a basis for the opinions
expressed below. In arriving at the opinions expressed below, I have assumed
that the signatures on all documents that I have examined are genuine. In
addition, I have assumed that each of the Certificates, each Pooling and
Servicing Agreement and each Guaranty will be in substantially the form set
forth in the applicable form of Pooling and Servicing Agreement filed or to be
filed as an exhibit to the Registration Statement; and that each Trustee will
have the power, authority and legal right to enter into the related Pooling and
Servicing Agreement.


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Based on the foregoing, I am of the opinion that:

1.   Each of Citicorp and CMSI is a corporation duly incorporated and validly
     existing under the laws of the State of Delaware;

2.   When the  issuance,  execution  and  delivery of any  particular  series of
     Certificates  have been duly authorized by CMSI, and when the  Certificates
     of such  series  have  been  duly  executed  and  delivered  by CMSI,  duly
     authenticated by the applicable Trustee and issued and sold as contemplated
     by the  Registration  Statement and the  prospectus  delivered  pursuant to
     Section 5 of the Act in connection  therewith,  such  Certificates  will be
     legally and validly issued,  fully paid and  nonassessable  and entitled to
     the benefits provided by the applicable Pooling and Servicing Agreement;

3.   When  a  Pooling  and  Servicing   Agreement  has  been  duly  and  validly
     authorized, executed and delivered by CMSI and a Trustee, such Pooling and
     Servicing  Agreement  will  constitute a valid and binding obligation of
     CMSI subject,  as to enforcement, to applicable bankruptcy, reorganization,
     insolvency, moratorium and other laws  affecting the rights of creditors
     generally and to general principles of equity and the discretion of the
     court (regardless of whether enforceability  is considered in a proceeding
     in equity or at law); and

4.   When a series of Certificates that has the benefit of a Guaranty  has been
     duly issued under a Pooling and  Servicing Agreement and issued and sold as
     contemplated by the Registration Statement and the prospectus delivered
     pursuant to Section 5 of the Act in connection therewith,  and  when  the
     issuance  of a  Guaranty  for  such  series  of Certificates has been duly
     authorized  by Citicorp  and such  Guaranty has been duly  executed and
     delivered to such Trustee,  such Guaranty will be a valid and binding
     obligation of Citicorp, subject, as to enforcement, to applicable
     bankruptcy, reorganization, insolvency, moratorium and other laws affecting
     the rights of creditors generally  and to general principles  of equity and
     the  discretion of the court  (regardless of whether  enforceability is
     considered in a proceeding in equity or at law).

The opinions expressed herein are limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware and the federal laws of the
United States of America.


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I hereby consent to the use and filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the heading
"Legal Matters" in any prospectus filed in connection with the Registration
Statement. In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Marla A. Berman
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Marla A. Berman


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