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) September 29, 1997
FINANCIAL ASSET SECURITIES CORP., (as depositor under the Pooling
and Servicing Agreement, dated as of September 1, 1997, relating to
the New Century Home Equity Loan Trust, Series 1997-NC5, Asset
Backed Pass-Through Certificates).
FINANCIAL ASSET SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-29381 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 September 29, 1997 into the
Registrant's registration statement (File No. 333-29381).
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: October 2, 1997
Exhibit Index
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Exhibit Page
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1. Opinion of Brown & Wood LLP
EXHIBIT 1
Brown & Wood LLP
One World Trade Center
New York, N.Y. 10048-0557
Telephone: 212-839-5300
Facsimile: 212-839-5599
September 29, 1997
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: Financial Asset Securities Corp.,
New Century Home Equity Loan Trust, Series 1997-NC5
Asset Backed Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as special counsel for you and Financial Asset Securities
Corp. (the "Company") in connection with your purchase, pursuant to an
Underwriting Agreement, dated September 19, 1997 (the "Underwriting
Agreement"), between the Company and you, of certificates entitled New
Century Home Equity Loan Trust, Series 1997-NC5, Home Equity Loan
Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5, Class A-6, Class A-7I0, Class M-1, Class M-2 and Class B Certificates
(collectively, the "Regular Certificates"). The Regular Certificates are
being issued together with the Class R Certificates pursuant to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of
September 1, 1997, among the Company, as depositor, New Century Mortgage
Corporation ("New Century"), as seller and master servicer, and First Trust
National Association, as trustee (the "Trustee"). The Class R Certificates
are being sold pursuant to the Mortgage Sale Agreement (as defined herein).
The Regular Certificates and the Class R Certificates are herein collectively
referred to as the "Certificates".
The Certificates represent the entire beneficial interest in a trust
fund (the "Trust Fund") created pursuant to the Pooling and Servicing
Agreement. The assets of the Trust Fund consist primarily of a pool of
fixed-rate mortgage loans secured by first and second liens on one- to
four-family residential properties (the "Mortgage Loans").
The Regular Certificates will evidence senior, mezzanine and subordinate
beneficial ownership interests in the Mortgage Loans. The remaining
beneficial ownership interest in the Mortgage Loans will be evidenced by the
Class R Certificates.
This opinion is furnished pursuant to Section 6(c) of the Underwriting
Agreement. Unless otherwise indicated, all terms used herein shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we deemed appropriate, including the following:
1. Signed copy of the Registration Statement on Form S-3 (File No. 333-
29381) filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"),
on June 17, 1997, as amended, and declared effective by the Commission on
June 20, 1997 (such registration statement, as amended, being referred to
herein as the "Registration Statement").
2. Signed copy of the Pooling and Servicing Agreement.
3. Signed copy of the Underwriting Agreement.
4. Specimen copies of the Regular Certificates and the Class R
Certificates (combined with the documents listed in (1) through (3) above,
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, 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 these 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 Greenwich Capital Markets, Inc., the Company,
New Century and the Trustee and of public officials and agencies. We have,
for purposes of rendering the opinions, also relied on certain factual,
numerical and statistical information which is based on the assumptions used
in pricing the Certificates.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, dated as of September 1, 1997, the Trust Fund will
qualify as a "real estate mortgage investment conduit" ("REMIC") as defined
in the Internal Revenue Code of 1986, as amended (the "Code"). The Regular
Certificates will constitute "regular interests" in the REMIC, and the Class
R Certificates will represent beneficial ownership of a single class of
"residual interests" in the REMIC.
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 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
Document 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,
/s/ Brown & Wood LLP
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