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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
September 14, 1998
Morgan Stanley ABS Capital I Inc.,
as Depositor in connection with
Life Bank Asset-Backed Certificates, Series 1998-1
(Exact Name of Registrant as Specified in its Charter)
Delaware 333-19779 13-3939229
(State of Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
1585 Broadway, 2nd Floor, New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
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The sole purpose of this Current Report on Form 8-K is to file (i) certain
opinions and the consent of Andrews & Kurth L.L.P., counsel to Morgan Stanley
ABS Capital I Inc., the Depositor in connection with the proposed offering of
Life Bank Asset-Backed Certificates, Series 1998-1, and (ii) the consent of
PricewaterhouseCoopers LLP, independent accountants to MBIA Insurance
Corporation, which will act as the Certificate Insurer in connection with the
proposed offering of the Life Bank Asset-Backed Certificates, Series 1998-1.
Item 7. Financial Statements; Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of the
Certificates
5.2 Opinion of Andrews & Kurth L.L.P. regarding the legality of the
Bonds
8.1 Opinion of Andrews & Kurth L.L.P. regarding tax matters
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1, 5.2
and 8.1)
23.2 Consent of PricewaterhouseCoopers LLP
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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.
MORGAN STANLEY ABS CAPITAL I INC.
By: /s/ Paul Scialabba
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Name: Paul Scialabba
Title: Vice President
Date: September 22, 1998
2
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EXHIBIT INDEX
Exhibit
- -------
5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of the
Certificates
5.2 Opinion of Andrews & Kurth L.L.P. regarding the legality of the Bonds
8.1 Opinion of Andrews & Kurth L.L.P. regarding tax matters
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1, 5.2 and 8.1)
23.2 Consent of PricewaterhouseCoopers LLP
3
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EXHIBIT 5.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 14, 1998
Morgan Stanley ABS Capital I Inc.
1585 Broadway
New York, New York 10036
Re: Morgan Stanley ABS Capital I Inc.
Registration Statement on Form S-3 (File No. 333-19779)
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley ABS Capital I Inc., a Delaware
corporation ("the Depositor"), in connection with the authorization and proposed
issuance from time to time after the date hereof in one or more series (each, a
"Series") of up to $1,000,000,000 aggregate principal amount (of which amount
$895,155,000 remains available as of the date hereof) of asset-backed
certificates (the "Certificates") to be offered pursuant to a registration
statement on Form S-3 (File No. 333-19779) (such registration statement, the
"Registration Statement") relating to the Certificates. The Registration
Statement has been filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"), and
the rules and regulations promulgated thereunder. As set forth in the
Registration Statement, each Series of Certificates will be issued under and
pursuant to the conditions of a separate pooling and servicing agreement (each,
a "Pooling and Servicing Agreement") or a trust agreement (each, a "Trust
Agreement") among the Depositor, a master servicer to be identified in the
prospectus supplement for such Series of Certificates (the "Master Servicer" for
such Series) and a trustee to be identified in the prospectus supplement for
such Series of Certificates (the "Trustee" for such Series).
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the organizational documents of the Depositor, the forms of
Pooling and Servicing Agreements filed as exhibits to the Registration
Statement, the form of Trust Agreement filed as an exhibit to the Registration
Statement, the forms of Certificates included in such forms of Pooling and
Servicing Agreements and Trust Agreement, the prospectus (the "Prospectus") and
forms of prospectus supplements filed as exhibits to the Registration Statement,
and such other records, documents and statutes as we have deemed necessary for
the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement or a Trust Agreement, as
applicable, for a Series of Certificates has been duly and validly authorized by
all necessary action on the part of the Depositor and has been duly executed and
delivered by the Depositor, the Master Servicer, the Trustee and any other party
thereto for such Series, such Pooling and Servicing Agreement or Trust
Agreement, as applicable, will constitute a legal, valid and binding agreement
of the Depositor, enforceable against the Depositor, in
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Morgan Stanley ABS Capital I Inc.
September 14, 1998
Page 2
accordance with its terms, except as enforcement thereof may be limited by (a)
bankruptcy, insolvency reorganization, liquidation, receivership, moratorium or
other similar laws relating to or affecting creditors' rights generally or (b)
general principles of equity or public policy, regardless of whether such
enforceability is considered in a proceeding in equity or at law.
2. When a Series of Certificates has been duly authorized by all necessary
action on the part of the Depositor, duly executed and authenticated by the
Trustee for such Series in accordance with the terms of the related Pooling and
Servicing Agreement or Trust Agreement, as applicable, and issued and delivered
against payment therefor as contemplated in the Registration Statement, the
Certificates of such Series will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
related Pooling and Servicing Agreement or Trust Agreement, as applicable.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the General Corporate Law of the State of
Delaware, the laws of the State of New York (excluding choice of law principles
therein) 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 reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 5.2
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 14, 1998
Morgan Stanley ABS Capital I Inc.
1585 Broadway
New York, New York 10036
Re: Morgan Stanley ABS Capital I Inc.,
Registration Statement on Form S-3 (File No. 333-19779)
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley ABS Capital I Inc., a Delaware
corporation (the "Depositor"), in connection with the authorization and proposed
issuance from time to time after the date hereof in one or more series (each, a
"Series") of up to $1,000,000,000 aggregate principal amount (of which amount
$895,155,000 remains available as of the date hereof) of asset-backed notes (the
"Notes") to be offered pursuant to a registration statement on Form S-3 (File
No. 333-19779) (such registration statement, the "Registration Statement")
relating to the Notes. The Registration Statement has been filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder. As set forth in the Registration Statement, each Series of Notes
will be issued under and pursuant to the conditions of an indenture (an
"Indenture") between a trust fund to be identified in the prospectus supplement
for such Series of Notes (the "Trust Fund" for such Series) and a trustee to be
identified in the prospectus supplement for such Series of Notes (the "Trustee"
for such Series).
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the organizational documents of the Depositor, the form of
Indenture filed as an exhibit to the Registration Statement, the form of Notes
included in such form of Indenture, the prospectus (the "Prospectus") and the
forms of prospectus supplements filed as exhibits to the Registration Statement,
and such other records, documents and statutes as we have deemed necessary for
the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that:
1. When an Indenture for a Series of Notes has been duly and validly
authorized by all necessary action on the part of the Depositor, as sponsor of
the related Trust Fund, and has been duly executed and delivered by such Trust
Fund and the Trustee and any other party thereto for such Series, such Indenture
will constitute a legal, valid and binding agreement of such Trust Fund,
enforceable against the related Trust Fund, in accordance with its terms, except
as enforcement thereof may be limited by (a) bankruptcy, insolvency
reorganization, liquidation, receivership, moratorium or other similar laws
relating to or affecting creditors' rights generally or (b) general principles
of equity or public policy, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
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Morgan Stanley ABS Capital I, Inc.
September 14, 1998
Page 2
2. When a Series of Notes has been duly authorized by all necessary action
on the part of the Depositor, as sponsor of the related Trust Fund, duly
executed and authenticated by the Trustee for such Series in accordance with the
terms of the related Indenture, and issued and delivered against payment
therefor as contemplated in the Registration Statement, the Notes of such Series
will be valid and binding non-recourse obligations of such Trust Fund,
enforceable against such Trust Fund, in accordance with their terms, except as
enforcement thereof may be limited by (a) bankruptcy, insolvency reorganization,
liquidation, receivership, moratorium or other similar laws relating to or
affecting creditors' rights generally or (b) general principles of equity or
public policy, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the General Corporate Law of the State of
Delaware, the laws of the State of New York (excluding choice of law principles
therein) 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 reference to this firm under the heading
"Legal Matters" in the Prospectus, without implying or admitting that we are
"experts" within the meaning of the 1933 Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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EXHIBIT 8.1
[ANDREWS & KURTH L.L.P. LETTERHEAD]
September 14, 1998
Morgan Stanley ABS Capital I Inc.
1585 Broadway
New York, New York 10036
Re: Morgan Stanley ABS Capital I Inc.
Registration Statement on Form S-3 (File No. 333-19779)
Ladies and Gentlemen:
We have acted as counsel to Morgan Stanley ABS Capital I Inc., a Delaware
corporation (the "Depositor"), in connection with the authorization and proposed
issuance from time to time after the date hereof in one or more series (each, a
"Series") of up to $1,000,000,000 aggregate principal amount (of which
$895,155,000 remains available as of the date hereof) of asset-backed
certificates (the "Certificates") and asset-backed notes (the "Notes" and,
together with the Certificates, the "Securities") to be offered pursuant to a
registration statement on Form S-3 (File No. 333-19779) (such registration
statement, the "Registration Statement") relating to the Securities. The
Registration Statement has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"), and the rules and regulations promulgated thereunder. As set forth
in the Registration Statement, each Series of Certificates will be issued under
and pursuant to the conditions of a pooling and servicing agreement (each, a
"Pooling and Servicing Agreement") or a trust agreement (each, a "Trust
Agreement") among the Depositor, a master servicer to be identified in the
prospectus supplement for such Series of Certificates (the "Master Servicer" for
such Series) and a trustee to be identified in the prospectus supplement for
such Series of Certificates (the "Trustee" for such Series); each Series of
Notes will be issued under and pursuant to the conditions of an indenture (each,
an "Indenture") between a trust fund to be identified in the prospectus
supplement for such Series of Notes (the "Trust Fund" for such Series) and a
trustee to be identified in the prospectus supplement for such Series of Notes
(the "Trustee" for such Series).
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other documents, records and instruments as we have
deemed necessary for the purpose of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement, each Trust Agreement and each Indenture will be
duly authorized by all necessary corporate action on the part of the Depositor,
the related Trustee, the Master Servicer, as applicable, and any other party
thereto for the related Series of Certificates or Notes and will be duly
executed and delivered by the Depositor or the related Trust Fund, as
applicable, the related Trustee, the Master Servicer, as applicable, and any
other party thereto substantially in the forms filed as exhibits to the
Registration Statement, that the Certificates or the Notes of each Series will
be duly executed and delivered substantially in the forms contemplated by the
Pooling and Servicing
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Morgan Stanley ABS Capital I Inc.
September 14, 1998
Page 2
Agreement, the Trust Agreement or the Indenture, as applicable, and that the
Certificates or the Notes will be sold in the manner described in the
Registration Statement.
Based upon such examination and the qualifications set forth herein and in
reliance thereon, we are of the opinion that the description of federal income
tax consequences appearing under the captions "Summary Federal Income Tax
Consequences" and "Federal Income Tax Consequences" in the Prospectus accurately
describes the material federal income tax consequences to holders of the
Securities.
The opinion herein is based upon our interpretations of current law,
including court authority and existing final and temporary treasury regulations,
which are subject to change both prospectively and retroactively, and upon the
facts and assumptions discussed herein. This opinion letter is limited to the
matters set forth herein, and no opinions are intended to be implied or may be
inferred beyond those expressly stated herein. Our opinion is rendered as of the
date hereof and we assume no obligation to update or supplement this opinion or
any matter related to this opinion to reflect any change of fact, circumstances
or law after the date hereof. In addition, our opinion is based on the
assumption that the matter, if litigated, will be properly presented to the
applicable court. Furthermore, our opinion is not binding on the Internal
Revenue Service or a court. Our opinion represents merely our best legal
judgment on the matters presented; others may disagree with our conclusion.
There can be no assurance that the Internal Revenue Service will not take a
contrary position or that a court would agree with our opinion if litigated. In
the event any one of the statements, representations or assumptions we have
relied upon to issue this opinion is incorrect, our opinion might be adversely
affected and may not be relied upon.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Federal Income Tax Consequences" in the Prospectus, without implying or
admitting that we are "experts" within the meaning of the 1933 Act or the rules
and regulations of the Commission issued thereunder, with respect to any part of
the Registration Statement, including this exhibit.
Sincerely,
/s/ ANDREWS & KURTH L.L.P.
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Morgan Stanley ABS Capital I Inc. relating to Life Bank Asset-Backed
Certificates, Series 1998-1, of our report dated February 3, 1998, on our audits
of the consolidated financial statements of MBIA Insurance Corporation and
Subsidiaries as of December 31, 1997 and 1996 and for each of the three years
in the period ended December 31, 1997. We also consent to the reference to our
firm under the caption "Experts".
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 22, 1998
