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 July 29, 1998
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 333-51817 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 1998-C1
Exhibit 8.1 Opinion of Morrison & Hecker L.L.P. re: Tax Matters relating to
the Commercial Mortgage Acceptance Corp. Commercial Mortgage
Pass-Through Certificates Series 1998-C1
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 Krantz
Name: Clarence Krantz
Title: Executive Vice President
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri
64108-4606
Telephone (816)
691-2600
Telefax (816)
474-4208
July 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. 333-51817)
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Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation of (i) a
registration statement on Form S-3 (Registration No. 333-51817) filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Act"), on May 5, 1998 (the "Registration
Statement"); (ii) a prospectus forming a part of the Registration Statement (the
"Prospectus"); (iii) a Pooling and Servicing Agreement dated as of July 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, LaSalle National Bank as Trustee (the
"Trustee"); and AMB AMRO Bank N.V. as Fiscal Agent (the "Fiscal Agent") (iv) a
final prospectus supplement dated July 15, 1998 (the "Prospectus Supplement")
relating to the offer and sale of the Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates, Series 1998-C1 Class A-1, Class
A-2, 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
<PAGE>
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.
MORRISON & HECKER L.L.P.
ATTORNEYS AT LAW
2600 Grand Avenue
Kansas City,
Missouri
64108-4606
Telephone (816)
691-2600
Telefax (816)
474-4208
July 29, 1998
Commercial Mortgage Acceptance Corp.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Re: Commercial Mortgage Pass-Through Certificates,
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Series 1998-C1
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Ladies and Gentlemen:
We have acted as your counsel in connection with the proposed issuance of
Commercial Mortgage Pass-Through Certificates, Series 1998-C1 (the
"Certificates") pursuant to the Registration Statement on Form S-3 (Registration
No. 333-51817) (the "Registration Statement") and the Prospectus dated May 13,
1998 and Prospectus Supplement dated July 29, 1998 (the "Prospectus" and the
"Prospectus Supplement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"). The Prospectus
Supplement covers the Certificates to be sold by Commercial Mortgage Acceptance
Corporation (the "Depositor"). The Series 1998-C1 Certificates will be issued
under a Pooling and Servicing Agreement dated as of July 1, 1998, by and among
the Depositor, Midland Loan Services, Inc., as Master Servicer and Special
Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as Fiscal
Agent (the "Pooling and Servicing Agreement"). Capitalized terms used and not
otherwise defined herein have the respective meanings given them in the
Prospectus and the Prospectus Supplement.
In rendering the opinion set forth below, we have examined and relied on
the following: (1) the Prospectus and the Prospectus Supplement and all exhibits
thereto; (2) the Pooling and Servicing Agreement; and (3) such other documents,
materials, and authorities as we have deemed necessary.
As your counsel, we have advised you with respect to certain federal income
tax aspects of the issuance of the Series 1998-C1 Certificates. Assuming
compliance with all provisions of, or descriptions within, the documents
referenced above, we are of the opinion that (i) each pool of assets with
respect to which a REMIC election is made will qualify as a REMIC under the Code
and (ii) the Class A-1, Class A-2, Class X, Class B, Class C, Class D, Class E
and the Private Certificates will be, or will represent ownership of, REMIC
"regular interests" and (b) each respective residual interest will be the sole
"residual interest" in the related REMIC.
As your counsel, we have advised you with respect to certain federal income
tax aspects of the issuance of the Certificates. Such advice has formed the
basis for the description of material federal income tax consequences for
holders of the Certificates that appears under the heading "MATERIAL FEDERAL
INCOME TAX CONSEQUENCES" in the Prospectus. Such descriptions do not purport to
discuss all possible federal income tax ramifications of the proposed issuance
of the Certificates, but, with respect to those federal income tax consequences
that are discussed, in our opinion, the description is accurate in all material
respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and the Prospectus Supplement and in the other documents reviewed by
us. Our opinion as to the matters
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set forth herein could change with respect to the Series 1998-C1 Certificates as
a result of changes in facts and circumstances, changes in the terms of the
documents reviewed by us, or changes in the law subsequent to the date hereof.
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 and 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,
MORRISON & HECKER L.L.P.
/s/ Morrison & Hecker L.L.P.
