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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) May 20, 1998
BA Mortgage Securities, Inc. (as depositor under a Pooling and Servicing
Agreement dated as of May 1, 1998 providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1998-2)
BA Mortgage Securities, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-34225 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 4, Item 6 and Item 8 are not included because they are not
applicable.
Item 5. Other Events.
The tables and materials filed separately under Cover of Form SE
in accordance with Rule 311 of Regulation S-T were prepared by Donaldson, Lufkin
& Jenrette Securities Corporation (the "Underwriter") at the request of certain
prospective investors, based on assumptions provided by, and satisfying the
special requirements of, such prospective investors. Such tables and assumptions
may be based on assumptions that differ from the Structuring Assumptions (as
described in the Registrant's Prospectus Supplement dated May 18, 1998 relating
to its Mortgage Pass-Through Certificates, Series 1998-2). Accordingly, such
tables and other materials may not be relevant or appropriate for investors
other than those specifically requesting them.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
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8.1 Opinion of Orrick, Herrington & Sutfcliffe LLP, dated May 20, 1998, 5
regarding certain tax matters
The following Exhibit is filed separately under cover of Form SE in
accordance with Rule 311 of Regulation S-T.
99.1 Certain computational materials prepared by the Underwriter in
connection with Registrant's Mortgage Pass-Through Certificates,
Series 1998-2
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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: May 20, 1998
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EXHIBIT 8.1
Opinion regarding Tax Matters
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May 20, 1998
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 1998-2
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 May 18, 1998 (the "Basic Prospectus"), as supplemented by the
prospectus supplement dated May 18, 1998 (the "Prospectus Supplement," and
together with the Basic Prospectus, the "Prospectus"), which is being filed been
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 1998-2, Class IA-1, Class IA-2, Class
IA-3, Class IA-4, Class IA-5, Class IA-6, Class IA-7, Class IA-8, Class IA-9,
Class IA-10, Class IA-11, Class IA-12, Class IIA-1, Class I-X, Class II-X, Class
I-PO, Class II-PO, Class IM, Class IB-1, Class IB-2, Class IIM, Class IIB-1 and
Class IIB-2 (collectively, the "Certificates") and is being filed as part of the
Company's Registration Statement on Form S-3, Registration No. 333-34225 (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, FSB, as Master Servicer, and Bankers Trust Company of California, N.A.,
as trustee, dated May 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.
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BA Mortgage Securities Inc.
May 20, 1998
Page 2
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 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
