Fitch Rates G-STAR 2005-5 Ltd./Corp.

NEW YORK -- Fitch Ratings has rated the following notes issued by G-STAR 2005-5 Ltd. and co-issuer G-STAR 2005-5 (Delaware) Corp. (the co-issuers):

--$423,000,000 class A-1 floating-rate senior notes due 2040 'AAA';

--$60,000,000 class A-2 floating-rate senior notes due 2040 'AAA';

--$37,000,000 class A-3 floating-rate senior notes due 2040 'AA';

--$21,000,000 class B 5.73% fixed-rate senior subordinate notes due 2040 'A-';

--$24,000,000 class C floating-rate subordinate notes due 2040 'BBB';

--$35,000,000 income notes due 2040 'BB'.

The ratings of the classes A-1, A-2, and A-3 notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the classes B and C notes address the likelihood that investors will receive ultimate and compensating interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The rating on the income notes addresses the ultimate payment of aggregate outstanding amount of the income notes as of the closing date of $35,000,000 (the rated principal amount).

The ratings are based upon the capital structure of the transaction, the quality of the collateral, and the overcollateralization and interest coverage tests provided for within the indenture. During the four-year interest-only period, the collateral advisor may trade up to 10% of the total portfolio balance annually on a discretionary basis.

The collateral portfolio will be managed by GMAC Institutional Advisors, LLC (GIA), a wholly owned subsidiary of GMACCM. At the end of the 110-day ramp-up period the quality of the collateral will have a maximum Fitch weighted average rating factor (WARF) of 8.5 ('BBB-/BB+'). The proceeds of the notes will be used to purchase a portfolio of real estate structured finance securities, consisting of approximately 43.6% subprime residential mortgage securities (RMBS), 16.2% conduit commercial mortgage-backed securities (CMBS), 13.7% B-Notes, 10% large-loan CMBS, 6.2% prime residential mortgage securities (RMBS), 3.5% collateralized debt obligations (CDOs), 3.5% corporate securities, and 3.3% real estate investment trust (REIT) securities. GIA-issued deals currently included in the portfolio are approximately 6%. These holdings are limited to 6.5% of the portfolio as per the governing documents.

A notable feature of the transaction includes the cumulative loss test that diverts excess interest to invest in additional collateral should the cumulative loss exceed a predetermined threshold during the interest-only period. The collateral advisor can also enter into asset-specific hedges with the effect of categorizing fixed securities as deemed-floating securities or floating securities as deemed-fixed securities while remaining within the transaction's covenanted fixed/floating collateral parameters.

GIA, a wholly owned subsidiary of GMAC Commercial Mortgage Corporation, is a Delaware limited-liability company headquartered in Horsham, PA. Currently, GIA offers a wide range of advisory and asset-management services focused on commercial whole loans, investment-grade CMBS, non-investment-grade CMBS, commercial real estate private equity, mezzanine debt, and CDOs. In addition to offering its asset-management services, GIA is also an active co-investor with its clients. GIA's assets under management have grown to $10.6 billion as of Dec. 31, 2004, from $3.6 billion in December 2001. These assets include 10 CDOs with balances totaling more than $5.9 billion. GIA received and currently maintains a 'CAM1' rating, Fitch's top rating for CDO asset managers. The rating was affirmed on Oct. 1, 2004.

For more information, see the presale report 'G-STAR 2005-5 LTD./CORP.,' dated Feb. 28, 2005, and available on the Fitch Ratings web site at www.fitchratings.com.