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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 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) APRIL 24, 1998
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BA Mortgage Securities, Inc. (as depositor under a Pooling and Serving Agreement
dated as of April 1, 1998 providing for, inter alia, the issuance of Mortgage
Pass-Through Certificates, Series 1998-1)
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 File (IRS Employer
of incorporation) 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) 662-3676
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(Former name or former address if changed since last report)
Exhibit Index located on page 3
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Items 1 through 6 and Item 8 are not included because they are not applicable.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
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8.1 Opinion of Orrick, Herrington & Sutcliffe LLP, dated April 24, 1998,
regarding certain tax matters.
23.1 Consent of Coopers & Lybrand L.L.P., independent accountants.
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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.
BA MORTGAGE SECURITIES, INC.
By /s/ David James
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Name: David James
Title: Vice President
Dated: April 24, 1998
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EXHIBIT 8.1
[Orrick, Herrington & Sutcliffe Letterhead]
April 24, 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 1998-1
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 April 22, 1998 (the "Basic Prospectus"), as supplemented by the
prospectus supplement dated April 22, 1998 (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 1998-1, Class IA-1, Class IA-2, Class
IA-3, Class IA-4, Class IA-5, Class IA-6, Class IIA-1, Class IIA-2, Class IIA-3,
Class IIA-4, Class IIA-5, Class IIA-6, Class I-X, Class II-X, Class I-PO, Class
II-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. 333-34225 (as amended to date, 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 April 24, 1998, 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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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
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EXHIBIT 23.1
[COOPERS & LYBRAND L.L.P. LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of BA
Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 1998-1, our
report dated February 3, 1998, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1997 and 1996 and for each of the three years in the period ended December 31,
1997. We also consent to the reference to our firm under the caption "Experts".
/s/ COOPER & LYBRAND L.L.P.
Cooper & Lybrand L.L.P.
New York, New York
April 23, 1998
