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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): November 23, 1999
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FINANCIAL ASSET SECURITIES CORP., (as depositor under the Pooling
and Servicing Agreement, dated as of November 1, 1999, which forms the
Trust which will issue the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 1999-CB5).
FINANCIAL ASSET SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-84929 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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Filing of Certain Materials
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In connection with the issuance of the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 1999-CB5 (the "Certificates"), Financial Asset Securities
Corp. is filing herewith an opinion of counsel relating to the
characterization of the Certificates for federal income tax purposes. The
opinion is annexed hereto as Exhibit 8.1
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) Exhibits:
8.1 Opinion of Brown & Wood LLP re Tax Matters.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated September 15, 1999 and
the prospectus supplement dated November 22, 1999, of Financial Asset
Securities Corp., relating to its C-BASS Mortgage Loan Asset-Backed
Certificates, Series 1999-CB5.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FINANCIAL ASSET SECURITIES CORP.
By: /s/ John Graham
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John Graham
Vice President
Dated: November 23, 1999
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Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
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Exhibit 8.1
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[Brown & Wood LLP Letterhead]
November 23, 1999
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830
Re: C-BASS Mortgage Loan Asset-Backed
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Certificates, Series 1999-CB5
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Ladies and Gentlemen:
We have acted as counsel for Financial Asset Securities Corp. (the
"Depositor"), a Delaware corporation, in connection with the purchase and sale
of certain of certain first-lien and second-lien, fixed-rate and adjustable
rate mortgage loans (the "Mortgage Loans") by the Depositor of the Mortgage
Loans to a trust (the "Trust"), created by a pooling and servicing agreement,
dated as of November 1, 1999 (the "Pooling and Servicing Agreement"), among
the Seller, the Depositor, Litton Loan Servicing LP, as servicer (the
"Servicer"), and The Bank of New York, as trustee (the "Trustee"). In exchange
for the Mortgage Loans, the Trust has issued to the Depositor the C-BASS
Mortgage Loan Asset-Backed Certificates, Series 1999-CB5, Class A-1, Class A-2
(the "Offered Certificates"), Class R and Class X Certificates. The Offered
Certificates, together with the Class R and the Class X Certificates, are
collectively referred to herein as the "Certificates."
The Certificates will represent the entire undivided beneficial ownership
interest in the assets of the Trust, which will include, among other things,
the Mortgage Loans and any Accounts held by the Trustee for the Trust. Terms
not defined herein shall have the meanings assigned thereto in the Pooling and
Servicing Agreement.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
1. The registration statement (No. 333-84929) of the Depositor on Form
S-3 on file with the Securities and Exchange Commission (the "Commission"),
such registration statement (without exhibits) on the date the last
post-effective amendment thereto was declared effective is herein referred to
as the "Registration Statement".
2. The Prospectus relating to the Offered Certificates, dated September
15, 1999 (the "Base Prospectus"), as supplemented by the Prospectus
Supplement, dated November 22, 1999 (the "Prospectus Supplement") (such Base
Prospectus, as so supplemented by the Prospectus Supplement, the
"Prospectus").
3. A signed copy of the Pooling and Servicing Agreement.
4. Specimens of the Certificates.
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 of public officials and agencies.
Further, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the due
authorization, execution and delivery of the Pooling and Servicing Agreement
by the respective parties thereto (other than the Depositor).
Assuming compliance with the Pooling and Servicing Agreement, (i) for
federal income tax purposes, each Subsidiary REMIC and the Master REMIC will
qualify as a REMIC within the meaning of Section 860D of the Internal Revenue
Code of 1986, as amended, (ii) the Excess Reserve Fund Account is an "outside
reserve fund" that is beneficially owned by the holders of the Class X
Certificates, and (iii) the rights of the holders of the Class A-2
Certificates to receive payments from the Excess Reserve Fund Account
represent, for federal income tax purposes, interests in an interest rate cap
contract.
In giving the foregoing opinions, we express no opinion as to the laws of
any jurisdiction other than the federal laws of the United States of America.
We are furnishing this opinion to you solely for your benefit. This opinion is
not to be used, circulated, quoted or otherwise referred to for any other
purpose.
Very truly yours,
/s/ Brown & Wood LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 23, 1999
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Financial Asset Securities Corp.
C-BASS Mortgage Loan Asset-Backed Certificates,
Series 1999-CB5
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Ladies and Gentlemen:
On behalf of Financial Asset Securities Corp. (the "Company"), we enclose
herewith for filing, pursuant to the Securities and Exchange Act of 1934, as
amended, an opinion of counsel relating to the characterization of the
Certificates for federal income tax purposes.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
