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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) November 5, 1997
Access Financial Services Corp.
(Exact name of registrant as specified in its charter)
Delaware 333-07837 41-1768416
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
400 Highway 169 South, Suite
400
St. Louis Park, Minnesota
(Address of Principal 55426
Executive Offices) (Zip Code)
Registrant's telephone number, including area code (612) 542-6500
No Change
(Former name or former address, if changed since last report)
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Item 5. Other Events
Filing of Opinion of Dewey Ballantine with respect
to Certain Tax Matters
Access Financial Lending Corp. (the "Registrant") registered issuances of
up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Act"), by a Registration Statement on Form S-3
(Registration File No. 333-03787) (the "Registration Statement"). Pursuant to
the Registration Statement, Access Financial Mortgage Loan Trust 1997-3 (the
"Trust") is issuing its Mortgage Loan Pass-Through Certificates, Series 1997-3
(the "Certificates"). This Current Report on Form 8-K is being filed to disclose
the opinion of Dewey Ballantine, New York, New York, in connection with certain
tax matters related to the creation of the Trust and the issuance of the
Certificates.
The following is filed herewith. The exhibit number corresponds with Item
601(b) of Regulation S-K.
Exhibit No. Description
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8.1 Opinion of Dewey Ballantine dated October 31, 1997 concerning 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 hereunto duly authorized.
ACCESS FINANCIAL LENDING CORP.
as the Registrant and on behalf of
Access Financial Mortgage Loan Trust 1997-3
By: /s/ Leslie Zejdlik Foster
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Name: Leslie Zejdlik Foster
Title: President
Dated: November 5, 1997
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Exhibit Index
Description of Exhibit
Exhibit No. Description
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8.1 Opinion of Dewey Ballantine dated
October 31, 1997 concerning tax matters.
Exhibit 8.1
October 31, 1997
The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY 10001
Re: Access Financial Mortgage Loan Trust 1997-3
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance and
delivery of certain mortgage loan pass-through certificates denominated Access
Financial Mortgage Loan Trust 1997-3 (the "Trust") Mortgage Loan Pass-Through
Certificates, Series 1997-3, Class A, pursuant to a Pooling and Servicing
Agreement dated as of October 1, 1997 (the "Pooling and Servicing Agreement")
among Access Financial Lending Corp., as seller (the "Seller") and master
servicer, Access Financial Receivables Corp., as transferor (the "Transferor"),
and The Chase Manhattan Bank, as trustee (the "Trustee").
As special tax counsel, we have examined such documents as we deemed
appropriate for the purposes of rendering the opinions set forth below,
including the following: (a) the Prospectus, dated November 7, 1996, as
supplemented by the Prospectus Supplement, dated October 23, 1997, (b) the
Sub-Servicing Agreement dated as of October 1, 1997 among the Seller, the
Trustee, and LSI Financial Group, and (c) an executed copy of the Pooling and
Servicing Agreement and the exhibits attached thereto.
Terms capitalized herein and not otherwise defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Based upon the foregoing and upon the assumptions set forth below, we are
of the opinion, under the laws of the United States, New York State and New York
City in effect as of the date hereof, that:
1. Under current law and assuming compliance with the Pooling and Servicing
Agreement, (a) each of the Lower-Tier REMIC and the Upper-Tier REMIC will
constitute a REMIC under the Internal Revenue Code of 1986, as amended (the
"Code"), (b) the Lower Tier Interests will constitute
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"regular interests," and the Class RL Certificate will constitute the sole
"residual interest," in the Lower-Tier REMIC, and (c) the Class A Certificates
will constitute "regular interests," and the Class RU Certificates will
constitute the sole "residual interest," in the Upper-Tier REMIC.
2. Neither the legal entity which constitutes the Trust nor any subtrust of
the Trust will be an association taxable as a corporation.
3. As a consequence of the qualification of the Trust as REMICs, the Class
A Certificates (the "Regular Interest Certificates") will be treated as
"regular. . . interest(s) in a REMIC" under Section 7701(a)(19)(C) of the Code
and "real estate assets" under Section 856(c) of the Code, provided that if less
than 95 percent of the assets held by the Trust during any calendar year are
comprised of assets qualifying under the above cited Sections of the Code, the
Regular Interest Certificates will qualify under each of these Sections of the
Code only in the same proportion that the assets in the Trust consist of
qualifying assets under each of such Sections. In addition, as a consequence of
the qualification of the Trust as REMICs, interest on the Regular Interest
Certificates will be treated as "interest on obligations secured by mortgages on
real property" under Section 856(c) of the Code to the extent that such Regular
Interest Certificates are treated as "real estate assets" under Section 856(c)
of the Code, and the Regular Interest Certificates will qualify as "evidence of
indebtedness" under Section 582(c)(1) of the Code.
4. Neither the Trust nor any subtrust of the Trust will constitute a
"taxable mortgage pool" within the meaning of Section 7701(i) of the Code.
This opinion is for the benefit of the addressees hereof only, and it may
not be relied on by any other party or quoted without our express consent in
writing.
Very truly yours,
DEWEY BALLANTINE
