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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 14, 1997
BA Mortgage Securities, Inc. (as depositor under a Pooling and Servicing
Agreement dated as of August 1, 1997 providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1997-1)
BA Mortgage Securities, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-05201 94-324470
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(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
345 Montgomery Street, Lower Level #2, Unit #8152, San Francisco, CA 94104
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (415) 622-3676
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(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
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Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Sequentially
Numbered
Exhibit Exhibit
Number Page
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8.1 Opinion of Orrick, Herrington & Sutcliffe LLP,
dated August 14, 1997, regarding certain tax
matters.
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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 thereunto duly authorized.
BA MORTGAGE SECURITIES, INC.
By: /s/ David James
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Name: David James
Title: Vice President
Dated: August 14, 1997
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Exhibit 8.1
Opinion Regarding Tax Matters
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[ORRICK, HERRINGTON & SUTCLIFFE LLP LETTERHEAD]
August 14, 1997
BA Mortgage Securities, Inc.
345 Montgomery Street
Lower Level #2, Unit #8152
San Francisco, California 94104
Re: BA Mortgage Securities, Inc.
Mortgage Pass-Through Certificates, Series 1997-1
Ladies and Gentlemen:
We have acted as counsel for BA Mortgage Securities, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
prospectus dated August 14, 1997 (the "Basic Prospectus"), as supplemented by
the prospectus supplement dated August 14, 1997 (the "Prospectus Supplement,"
and together with the Basic Prospectus, the "Prospectus"), which is being filed
with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 424(b) of the rules and regulations of the Commission under the
Securities Act of 1933, as amended (the "Act"). The Prospectus relates to the
Company's Mortgage Pass-Through Certificates, Series 1997-1, Class A-1, Class
A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class
A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class X, Class PO, Class M,
Class B-1, Class B-2, Class R-I and Class R-II (collectively, the
"Certificates") and is being filed as part of the Company's Registration
Statement on Form S-3, Registration No. 333-05201 (the "Registration Statement")
for the registration under the Act of series of Mortgage Pass- Through
Certificates. In preparing this opinion, we have reviewed the Prospectus
Supplement, the Prospectus, the Registration Statement, the Pooling and
Servicing Agreement among the Company, as depositor, Bank of America National
Trust and Savings Association and Bank of America, Federal Savings Bank, as
Master Servicers, and Bankers Trust Company of California, N.A., as trustee,
dated August 1, 1997, and such other documents as we have deemed necessary or
appropriate as a basis for the opinion herein expressed (collectively, the
"Transaction Documents"). As to matters of fact, we have relied upon the
representations, warranties and other statements contained in the Transaction
Documents.
We hereby confirm that the statements set forth in the Basic Prospectus
and in the Prospectus Supplement under the headings "FEDERAL INCOME TAX
CONSEQUENCES," each forming a part of the Registration Statement, which
statements have been prepared by
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us, constitute our opinion as to the material federal income tax consequences
relating to the Certificates and are correct in all material respects.
We express no opinion as to the law of any jurisdiction other than the
laws of the United States of America. We assume no obligation to update this
opinion for events occurring or coming to our attention after the date hereof.
We hereby consent to the filing of this opinion with the Registration
Statement under cover of a Current Report on Form 8-K.
Very truly yours,
/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
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