UNITED STATES
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 September 29, 1998
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 333-60749 43-1681393
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification)
210 West 10th Street, 6th Floor, Kansas City Missouri 64105
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 816-435-5000
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 5.1 Opinion of Morrison & Hecker L.L.P. re: Legality relating to the
Commercial Mortgage Acceptance Corp. Commercial Mortgage Pass -
Through Certificates Series 1998C-2.
Exhibit 8.1 Opinion of Willkie, Farr & Gallagher re: Tax Matters relating to
the Commercial Mortgage Acceptance Corp. Commercial Mortgage Pass
- Through Certificates Series 1998C-2.
Exhibit 23.1 Consent of Counsel Morrison & Hecker L.L.P. Contained in Document
under Exhibit 5.1.
Exhibit 23.2 Consent of Counsel Willkie, Farr & Gallagher. Contained in
Document under Exhibit 8.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
By: /s/ Clarence A. Krantz
Name: Clarence A. Krantz
Title: Executive Vice President
Date: September 29, 1998
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City, Missouri
64108-4606
Telephone (816) 691-2600
Telefax (816) 474-4208
September 29, 1998
Commercial Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Commercial Mortgage Acceptance Corp.
Registration Statement on Form S-3 (No. 333-60749)
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of (i) a
registration statement (the "Registration Statement") on Form S-3 (Registration
No. 333-60749) filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act");
(ii) a prospectus forming a part of the Registration Statement (the
"Prospectus"); (iii) a Pooling and Servicing Agreement dated as of September 1,
1998 (the "Pooling and Servicing Agreement") among Commercial Mortgage
Acceptance Corp., as Depositor (the "Company"), Midland Loan Services, Inc., as
Master Servicer and Special Servicer, Norwest Bank, Minnesota, N.A. as Trustee
(the "Trustee"); and, (iv) a final prospectus supplement dated September 23,
1998 (the "Prospectus Supplement") relating to the offer and sale of the
Commercial Mortgage Acceptance Corp. Commercial Mortgage Pass-Through
Certificates, Series 1998-C2 Class A-1, Class A-2, Class A-3, Class X, Class B,
Class C, Class D and Class E Certificates (collectively, the "Certificates").
Capitalized terms used and not otherwise defined herein have the respective
meanings given them in the Pooling and Servicing Agreement or the Accord
identified in the following paragraph.
This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the ABA Section of Business Law
(1991). As a consequence, it is subject to a number of qualification,
exceptions, definitions, limitations on coverage and other limitations, all as
more particularly described in the Accord, and this Opinion Letter should be
read in conjunction therewith. The opinions expressed herein are given only with
respect to the present status of the substantive laws of the state of Missouri
(not including the choice-of-law rules under Missouri law). We express no
opinion as to any matter arising under the laws of any other jurisdiction.
In rendering the opinions set forth below, we have examined and relied on
the following: (1) the Registration Statement, the Prospectus and the Prospectus
Supplement; (2) the Pooling and
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Commercial Mortgage Acceptance Corp.
September 29, 1998
Page 2
Servicing Agreement; and (3) such other documents, materials, and authorities as
we have deemed necessary in order to enable us to render our opinions set forth
below.
Based on and subject to the foregoing and other qualifications set forth
below, we are of the opinion that:
1. The Pooling and Servicing Agreement is the valid and legally binding
obligation of the Company, enforceable against the Company in accordance with
its terms.
2. When (a) the Mortgage Loans and other consideration for the
Certificates constituting the Trust Fund have been deposited with the Trustee,
(b) the Certificates have been duly executed, authenticated, delivered and sold
as provided in the Pooling and Servicing Agreement and the Prospectus Supplement
and (c) the consideration for the sale of the Certificates has been fully paid
to the Company, the Certificates will be legally and validly issued, fully paid
and nonassessable, and the duly registered holders of the Certificates will be
entitled to the benefits of the Pooling and Servicing Agreement.
The General Qualifications apply to the opinions set forth in paragraphs 1
and 2 above, and in addition, such opinions are subject to the qualification
that certain remedial, waiver and other similar provisions of the Pooling and
Servicing Agreement or the Certificates may be rendered unenforceable or limited
by applicable laws, regulations or judicial decisions, but such laws,
regulations and judicial decisions will not render the Pooling and Servicing
Agreement or the Certificates invalid as a whole and will not make the remedies
available thereunder inadequate for the practical realization of the principal
benefits intended to be provided thereby, except for the economic consequences
of any judicial, administrative or other delay or procedure which may be imposed
by applicable law.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.
September 29, 1998
Commercial Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates, Series 1998-C2
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the issuance
of the Certificates (as defined below) pursuant to the Registration Statement on
Form S-3 (Registration No. 333-60749) (the "Registration Statement") and the
Prospectus dated September 9, 1998 and Prospectus Supplement dated September 23,
1998 (the "Prospectus" and the "Prospectus Supplement") filed with the
Securities and Exchange Commission pursuant to the Security Act of 1933, as
amended (the "Act"). The Prospectus Supplement covers the Certificates to be
sold by Commercial Mortgage Acceptance Corp. (the "Depositor").
Merrill Lynch Mortgage Capital Inc., Greenwich Capital Financial
Products, Inc. and Midland Loan Services, Inc. (the "Sellers") transferred today
to the Depositor certain multifamily and commercial mortgage loans (the
"Mortgage Loans") pursuant to three separate Mortgage Loan Purchase Agreements,
each dated as of September 1, 1998 (the "Mortgage Loan Purchase Agreements"),
between the Depositor and one of the Sellers, respectively. The Depositor issued
today Commercial Mortgage Pass-Through Certificates, Series 1998-C2, in eighteen
classes designated Class A-1, Class A-2, Class A-3, Class X, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class R-I, Class R-II and Class R-III (collectively, the "Certificates"),
pursuant to a Pooling and Servicing
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Commercial Mortgage Acceptance Corp.
September 29, 1998
Page 2
Agreement, dated as of September 1, 1998 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Midland Loan Services, Inc. as
master servicer and special servicer (in such capacities, the "Master Servicer"
and the "Special Servicer," respectively) and Norwest Bank Minnesota, National
Association as trustee (in such capacity, the "Trustee"). The Depositor is
selling today (i) all of the Class A-1, Class A-2, Class A-3, Class X, Class B,
Class C, Class D and Class E Certificates to Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("MLPF&S") and Greenwich NatWest Limited ("GNL" and together
with MLPF&S, the "Underwriters") pursuant to an Underwriting Agreement, dated as
of the date hereof (the "Underwriting Agreement"), and (ii) all of the Class F,
Class G, Class H, Class J, Class K, Class L and Class M Certificates to MLPF&S
and GNL (in such capacity, the "Purchasers") pursuant to a Certificate Purchase
Agreement, dated as of the date hereof (the "Certificate Purchase Agreement")
between the Depositor as seller and the Purchasers as purchasers. We have acted
as counsel to the Underwriters in connection with these matters and agreements.
The Mortgage Loan Purchase Agreements, the Pooling and Servicing Agreement, the
Underwriting Agreement and the Certificate Purchase Agreement are referred to
collectively herein as the "Agreements." All capitalized terms not defined
herein have the meanings set forth in the Agreements.
In rendering this opinion letter, we have examined the Agreements
and such records and other documents as we have deemed necessary. We have
assumed the conformity of the Mortgage Loans and related documents
(collectively, the "Mortgage Documents") to the requirements of the Agreements
and that there is not and will not be any other agreement among or between any
of the parties to the Agreements that modifies or otherwise supplements the
agreements of those parties as expressed in the Agreements. As to matters of
fact, we have examined and relied upon representations of the Sellers and the
Depositor contained in the Agreements and, where we have deemed appropriate,
representations or certifications of officers of the parties to the Agreements
or public officials. We have assumed the authenticity of all documents submitted
to us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents submitted
to us as copies. We have assumed that all parties had the corporate power and
authority to enter into and perform all obligations thereunder. As to such
parties, we also have assumed the due authorization by all requisite corporate
action, the due execution and delivery and the enforceability of such documents.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the law of the State of New York and the federal
law of the United States. In addition, we do not express any opinion on any
issue not expressly addressed below.
Based upon and subject to the foregoing, we are of the opinion that:
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Commercial Mortgage Acceptance Corp.
September 29, 1998
Page 3
1. The statements in the Prospectus Supplement under the headings
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES", to the extent that they
constitute matters of State of New York or federal law or legal
conclusions with respect thereto, while not purporting to discuss all
possible consequences of investment in the Certificates, are correct in
all material respects with respect to those consequences or matters that
are discussed therein.
2. Assuming the correctness of the representations and warranties of
the Sellers that are set forth in the Mortgage Loan Purchase Agreements
and continuing compliance with all the provisions of the Pooling and
Servicing Agreement, (A) REMIC I will qualify as a real estate mortgage
investment conduit ("REMIC") within the meaning of Sections 860A through
860G (the "REMIC Provisions") of the Internal Revenue Code of 1986, as
amended, and the REMIC I Regular Interests will evidence "regular
interests" and the Class R-I Certificates will evidence "residual
interests" in REMIC I (as both terms are defined in the REMIC Provisions
in effect on the date hereof), (B) REMIC II will qualify as a REMIC within
the meaning of the REMIC Provisions and the REMIC II Regular Interests
will evidence regular interests" and the Class R-II Certificates will
evidence "residual interests" in REMIC II, and (C) REMIC III will qualify
as a REMIC within the meaning of the REMIC Provisions, and the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L and Class M Certificates and the
Components of the Class X Certificates will evidence "regular interests"
and the Class R-III Certificates will evidence "residual interests" in
REMIC III.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to our firm under the heading
"MATERIAL FEDERAL INCOME TAX CONSEQUENCES" in the Prospectus Supplement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher
