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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) June 25, 1998
BA Mortgage Securities, Inc. (as depositor under a
Pooling and Servicing Agreement dated as of June 1, 1998 providing for,
inter alia, the issuance of Mortgage Pass-Through Certificates, Series 1998-3)
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(Exact name of registrant as specified in its charter)
Delaware 333-53933 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)
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Item 5. Other Events.
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The tables and materials filed separately under Cover of Form SE in
accordance with Rule 311 of Regulation S-T were prepared by Lehman Brothers Inc.
(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 June 22, 1998 relating to its Mortgage Pass-Through
Certificates, Series 1998-3). 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.
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(a) Not applicable
(b) Not applicable
(c) Exhibits
(See attached Exhibit Index.)
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/ John Isbrandtsen
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Name: John Isbrandtsen
Title: Vice President
Dated: June 25, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Numbers Description of Exhibit Pages
- ------- ---------------------- -----
<S> <C>
8.1 Opinion of Orrick, Herrington & Sutcliffe LLP, dated June 25, 1998,
regarding certain tax matters
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (contained in Exhibit
8.1)
99.1 Certain computational materials prepared by the Underwriter in
connection with Registrant's Mortgage Pass-Through Certificates,
Series 1998-3 *
</TABLE>
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*Exhibit filed separately under cover of Form SE in accordance with Rule 311 of
Regulation S-T.
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Exhibit 8.1
[ORRICK HERRINGTON & SUTCLIFFE LLP Letterhead]
June 25, 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 1998-3
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 June 22, 1998 (the "Basic Prospectus"), as supplemented by the
prospectus supplement dated June 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 1998-3, Class IA-1, Class IA-2, Class
IA-3, Class IA-4, Class IA-5, Class IA-7, Class IA-8, Class IA-9, Class IIA-1,
Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-5, Class IIA-6, Class I-X-1,
Class I-X-2, Class I-X-3, Class I-X-4, Class II-X and Class II-PO, and Class
R-I, Class R-II and Class R-III (other than a de minimus portion thereof) and
Class IM, Class IIM, Class IB-1, Class IB-2, 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. 333-53933 (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 The Bank of New York, a New York banking
corporation, as trustee, dated June 1, 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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BA Mortgage Securities Inc.
June 25, 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
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ORRICK, HERRINGTON & SUTCLIFFE LLP
