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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) May 22, 1997
FINANCIAL ASSET SECURITIES CORP., (as depositor under the Sale and
Servicing Agreement, dated as of
May 1, 1997, relating to the Mego Mortgage Home Loan Owner Trust 1997-2,
Home Loan Asset Backed Notes).
FINANCIAL ASSET SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-21071 06-1442101
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (203) 625-2700
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Item 5. Other Events.
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Incorporation of Certain Documents by Reference
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Pursuant to Rule 411 of Regulation C under the Securities Act of 1933,
Financial Asset Securities Corp. (the "Registrant") will incorporate by
reference the opinion of Brown & Wood LLP, dated May 22, 1997 into the
Registrant's registration statement (File No. 333-21071).
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibit:
1. Opinion of Brown & Wood LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINANCIAL ASSET SECURITIES CORP.
By: /s/ Peter McMullin
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Peter McMullin
Dated: May 23, 1996
Exhibit Index
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Exhibit Page
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1. Opinion of Brown & Wood LLP
EXHIBIT 1
May 22, 1997
Mego Mortgage Corporation
1000 Parkwood Circle, Suite 500
Atlanta, Georgia 30339
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Re: Mego Mortgage Home Loan Owner Trust 1997-2
Home Loan Asset-Backed Notes, Series 1997-2
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Ladies and Gentlemen:
We have acted as special tax counsel for Mego Mortgage Corporation
("Mego Mortgage") and Mego Mortgage Home Loan Owner Trust 1997-2, a Delaware
statutory business trust (the "Owner Trust"), in connection with the issuance
and sale by the Owner Trust of its Home Loan Asset Backed Notes, Series
1997-2, Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5
(collectively, the "Notes"), to be issued pursuant to an Indenture dated as
of May 1, 1997 (the "Indenture") between the Owner Trust and First Trust of
New York, National Association, as indenture trustee (in such capacity, the
"Indenture Trustee"). A class of residual certificates (the "Residual
Certificates"), which will have no principal balance, will also be issued
pursuant to a Trust Agreement dated as of May 1, 1997 (the "Trust Agreement")
among the Depositor, Mego Mortgage, Wilmington Trust Company, as owner
trustee (the "Owner Trustee"), and First Trust of New York, National
Association, as co-owner trustee (in such capacity, the "Co-Owner Trustee").
A 99% Percentage Interest in the Residual Certificates will be held by Mego
Mortgage, with the remaining 1% Percentage Interest to be held by an
affiliate thereof. The Notes and the Residual Certificates collectively are
referred to herein as the "Securities".
In arriving at the opinions expressed below, we have examined originals
or copies, certified or otherwise identified, of the Sale and Servicing
Agreement, the Indenture and the Trust Agreement (the "Documents").
In addition, we have made such investigations of such matters of law as
we deemed appropriate as a basis for the opinions expressed below. Further,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. Our opinions are also based on the
assumption that there are no agreements or understandings with respect to the
transactions contemplated in the Documents other than those contained in the
Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof, including all
tax reporting requirements contained therein.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representatives of the
Depositor and the Underwriter and of public officials and agencies. We have,
for the purposes of rendering the opinions, also relied on certain factual,
numerical and statistical information which is based on the assumptions used
in pricing the Notes.
Based upon the foregoing, we are of the opinion that:
(i) the Notes will be characterized as debt for federal income tax
purposes; and
(ii) the Owner Trust will not be characterized as an association (or a
publicly traded partnership) taxable as a corporation.
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing
case law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as
described above, and we do not express an opinion on any other legal or
income tax aspect of the transactions contemplated by the documents relating
to the transaction.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon
which we have relied in rendering this opinion unless we are specifically
engaged to do so.
This opinion is rendered only to those to whom it is addressed and may
not be relied on in connection with any transactions other than the
transactions contemplated herein. The opinion may not be relied upon for any
other purpose, or relied upon by any other person, firm or corporation for
any purpose, without our prior written consent.
Very truly yours,
