CRIIMI MAE INC
VENABLE OPINION
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>opin_agmt-1.txt
<DESCRIPTION>VENABLE OPINION
<TEXT>
                                                                EXHIBIT 10.6

                                    EXHIBIT E
            Form of Opinion of Venable, Baetjer, Howard & Civiletti, LLP

1.  (1) The Company has all requisite power and authority to execute and deliver
    this Agreement and the Ancillary Agreements, (2) this Agreement has been and
    at the Closing the Ancillary Agreements will be (i) duly and validly
    executed and delivered by the Company and (ii) duly and validly authorized
    by all necessary corporate action on the part of the Company and (3)
    assuming the due authorization, execution and delivery of this Agreement and
    the Ancillary Agreements by the Investor, this Agreement constitutes and at
    the Closing the Ancillary Agreements will constitute valid and binding
    obligations of the Company enforceable against the Company in accordance
    with their respective terms, subject to bankruptcy, insolvency, moratorium,
    reorganization and other laws of general applicability relating to or
    affecting creditors' rights and to general equity principles (whether
    considered at law or in equity).


</TEXT>
</DOCUMENT>
