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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) June 27, 1997
FINANCIAL ASSET SECURITIES CORP., (as depositor under the Sale and
Servicing Agreement, dated as of
June 1, 1997, relating to the Mego Mortgage Home Loan Owner Trust 1997-
3, Home Loan Asset Backed Notes and 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 June 27, 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: July 3, 1997
Exhibit Index
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Exhibit Page
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1. Opinion of Brown & Wood LLP
EXHIBIT 1
June 27, 1997
Mego Mortgage Corporation
1000 Parkwood Circle, Suite 500
Atlanta, Georgia 30339
Greenwich Capital Markets, Inc.
600 Steamboat Road
Greenwich, Connecticut 06830
Financial Asset Securitites Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: Mego Mortgage Home Loan Owner Trust 1997-3
Home Loan Asset-Backed Notes and Certificates,
Series 1997-3
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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 1997-3, 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
1997-3, Class A-1, Class A-2, Class A-3, Class A-4, Class M-1 and Class M-2
Notes (collectively, the "Notes"), and Home Loan Asset Backed Certificates
(the "Certificates") to be issued pursuant to an Indenture dated as of June
14, 1997 (the "Indenture") between the Owner Trust and First Bank National
Association, as indenture trustee (in such capacity, the "Indenture
Trustee"). A class of residual instruments (the "Residual Instruments"),
which will have no principal balance, will also be issued pursuant to a Trust
Agreement dated as of June 14, 1997 (the "Trust Agreement") among the
Depositor, Mego Mortgage, Wilmington Trust Company, as owner trustee (the
"Owner Trustee"), and First Bank National Association, as co-owner trustee
(in such capacity, the "Co-Owner Trustee"). The Residual Instruments will be
held by Mego Mortgage. The Notes, the Certificates and the Residual
Instruments collectively are referred to herein as the "Securities".
Capitalized terms not otherwise defined herein have the meanings ascribed to
such terms in the Sale and Servicing Agreement dated as of June 14, 1997 (the
"Sale and Servicing Agreement") among Mego Mortgage, the Depositor, the
Master Servicer, the Indenture Trustee, and the Owner Trust.
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 Greenwich Capital Markets, Inc. 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 Internal Revenue Code of 1986, as amended, 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,
/s/ Brown & Wood LLP
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Brown & Wood LLP
