- --------------------------------------------------------------------------------
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)
December 13, 1996
AMRESCO Residential Securities Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-8687 75-2620414
(State or Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
700 North Pearl Street
Suite 1400, LB #342
Dallas, Texas 75201-7424
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (214) 953-7700
No Change
(Former name or former address, if changed since last report)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
8.1 Tax Opinion and Consent of Arter & Hadden
23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA
Insurance Corporation
<PAGE>
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.
AMRESCO RESIDENTIAL SECURITIES
CORPORATION, as Depositor
By: /s/ Ronald B. Kirkland
-------------------------------
Name: Ronald B. Kirkland
Title: Vice President and Chief
Accounting Officer
Dated: December 16, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
8.1 Tax Opinion and Consent of Arter & Hadden
23.1 Consent of Coopers & Lybrand L.L.P., independent
auditors of MBIA Insurance Corporation
EXHIBIT 8.1
December 16, 1996
Re: AMRESCO Residential Securities Corporation
AMRESCO Residential Securities Corporation Mortgage Loan Trust 1996-5
Registration Statement on Form S-3 No. 333-8687
-----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for AMRESCO Residential Securities Corporation in
connection with the preparation and filing of the registration statement on Form
S-3 (such registration statement, the "Registration Statement") filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), in respect of AMRESCO Residential Securities Corporation
Mortgage Loan Pass-Through Certificates, Series 1996-5 (the "Certificates"). Our
advice formed the basis for the description of federal income tax consequences
appearing under the heading "Certain Federal Income Tax Consequences" in the
prospectus supplement contained in the Registration Statement. Such description
does not purport to discuss all possible federal income tax consequences of an
investment in Certificates but with respect to those tax consequences which are
discussed, it is our opinion that the description is accurate. In addition,
assuming (i) the REMIC election is made, (ii) the Pooling and Servicing
Agreement is fully executed, delivered and enforceable against the parties
thereto in accordance with its terms, (iii) the transaction described in the
prospectus supplement is completed on substantially the terms and conditions set
forth therein, and (iv) continuing compliance with the Pooling and Servicing
Agreement, it is our opinion that, for federal income tax purposes, the REMIC
will be treated as a "REMIC" (as defined in the Code) the Class A Certificates
and Class S Certificates will be treated as "regular interests" in the REMIC and
the Class R Certificates will be treated as the sole "residual interest" in the
REMIC.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus supplement under the heading "Certain Federal
Income Tax Consequences."
Very truly yours,
/s/ Arter & Hadden
Arter & Hadden
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated January 22, 1996, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1995 and 1994 and for the three years ended December 31, 1995. We also consent
to the reference to our firm under the caption "Report of Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.P.P.
December 4, 1996
New York, New York
