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
August 29, 1997
Date of Report (Date of Earliest Event Reported)
HEADLANDS MORTGAGE SECURITIES INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 333-32485-1 68-0397342
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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700 Larkspur Landing Circle, Suite 240, Larkspur, CA 94939
(Address of Principal Executive Offices)
(415) 461-6790
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
Filing of Certain Materials
Pursuant to Rule 411(c) of Regulation C under the Securities
Act of 1933, Headlands Mortgage Securities Inc. (the
"Company") is filing an Opinion re Due Authorization (the
"Opinion") with the Securities and Exchange Commission (the
"Commission") relating to its Mortgage Pass-Through
Certificates, Series 1997-4 for incorporation by reference
into the Registration Statement on Form S-3 (file no.
333-32485).
The Opinion is filed as Exhibit 5.1.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1.1 Opinion of Tobin & Tobin re Due Authorization
of Series 1997-4 Certificates.
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SIGNATURE
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.
Date: November 4, 1997
HEADLANDS MORTGAGE SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
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Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
(Principal Financial Officer and
and Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Page Number
5.1.1 Opinion of Tobin & Tobin re Due Authorization of
Series 1997-4 Certificates................................... 5
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Exhibit 5.1.1
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TOBIN & TOBIN
A PROFESSIONAL CORPORATION
ONE MONTGOMERY STREET
PHILLIP R. POLLOCK FIFTEENTH FLOOR RICHARD TOBIN (1852-1887)
SAN FRANCISCO, CALIFORNIA 94104 ROBERT TOBIN (1875-1889)
FACSIMILE (415) 433-3883 CYRIL R. TOBIN (1905-1977)
(415) 433-1400
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August 29, 1997
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 250
Larkspur, CA 94939
Re: Headlands Mortgage Securities, Inc. Registration Statement
on Form S-3 (No. 333-32485) - Mortgage Pass-Through
Certificates, Series 1997-4
Ladies and Gentlemen:
We have acted as counsel to Headlands Mortgage Securities
Inc., a Delaware corporation (the "Company"), in connection with the preparation
of a registration statement on Form S-3 (the "Registration Statement") for the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), of mortgage pass-through certificates (the
"Certificates") in an aggregate principal amount of up to $885,984,409. As
described in the Registration Statement, the Certificates will be issued from
time to time in series. This opinion relates to the above-referenced series of
Certificates (the "Series 1997-4 Certificates) issued by a trust formed by the
Company pursuant to a pooling and servicing agreement, dated as of August 1,
1997 (the "Pooling and Servicing Agreement") among the Company, Headlands
Mortgage Company, as seller and master servicer (the "Seller and Master
Servicer"), and The Bank of New York, as trustee (the "Trustee"). The Series
1997-4 Certificates were sold pursuant to an underwriting agreement (the
"Underwriting Agreement") between the Company and the underwriter named therein.
We have examined and relied upon copies of the Company's
Bylaws, the Registration Statement, the Pooling and Servicing Agreement and the
forms of Certificates included as exhibits thereto, the Underwriting Agreement
and such other records, documents and statutes as we have deemed necessary for
purposes of this opinion.
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In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such documents.
As to any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement relating to the Series
1997-4 Certificates has been duly and validly authorized by all necessary action
on the part of the Company and has been duly executed and delivered by the
Company, and, assuming due authorization, execution and delivery thereof by the
Seller and Master Servicer and the Trustee, the Pooling and Servicing Agreement
constitutes a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as enforcement thereof
may be limited by bankruptcy, insolvency or other laws relating to or affecting
creditors' rights generally or by general equity principles.
2. The Series 1997-4 Certificates have been duly authorized by
all necessary action on the part of the Company and duly executed and
authenticated by the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and when issued and delivered against payment therefor as
described in the Underwriting Agreement, will be legally and validly issued,
fully paid and nonassessable, and the holders thereof will be entitled to the
benefits of the Pooling and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein), the corporation laws of the State
of Delaware and the federal laws of the United States of America.
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 base prospectus and prospectus supplement forming
a part of the Registration Statement, without admitting that we are "experts"
within the meaning of the Act or the Rules and Regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ Tobin & Tobin
