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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): July 28, 1997
SEQUOIA MORTGAGE FUNDING CORPORATION, (as depositor under
the Amended and Restated Deposit Trust Agreement, dated
as of July 17, 1997, providing for the issuance of the
Sequoia Mortgage Trust 1 Collateralized Mortgage Bonds).
SEQUOIA MORTGAGE FUNDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 333-22681 91-1771827
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
591 Redwood Highway
Suite 3120
Mill Valley, California 94941
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (415) 381-1765
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Item 5. Other Events.
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Filing of Certain Materials
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In connection with the issuance by Sequoia Mortgage Trust 1 of
Collateralized Mortgage Bonds (the "Bonds"), Sequoia Mortgage Funding
Corporation is filing herewith (1) an opinion of counsel relating to the
characterization of the Bonds for federal income tax purposes and (2) the
consent of Coopers & Lybrand L.L.P. ("Coopers & Lybrand") to the use of their
name in the prospectus supplement relating to the issuance of the Bonds. The
Opinion is annexed hereto on Exhibit 8.1. The Consent is annexed hereto as
Exhibit 8.2.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Giancarlo & Gnazzo.
8.2 Consent of Coopers & Lybrand.
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.
SEQUOIA MORTGAGE FUNDING CORPORATION
By: /s/ Vickie L. Rath
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Vickie L. Rath
Treasurer & Assistant Secretary
Dated: July 28, 1997
Exhibit Index
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Exhibit Page
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8.1 Opinion of Giancarlo & Gnazzo re Tax matters 5
8.2 Consent of Independent Accountants 7
Exhibit 8.1
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July 28, 1997
Sequoia Mortgage Funding Corporation
591 Redwood Highway, Suite 3150
Mill Valley, CA 94941
Re: Sequoia Mortgage Funding Corporation Shelf Registration
Ladies and Gentlemen:
You have requested our opinion in connection with the Prospectus
Supplement, dated July 25, 1997 (the "Prospectus Supplement") to the Shelf
Registration Statement on Form S-3, numbered 333-22681 (the "Registration
Statement") being filed by Sequoia Mortgage Funding Corporation (the
"Company") in connection with $535,000,000 Sequoia Trust 1 Collateralized
Mortgage Bonds (the "Bonds"). The Bonds are being issued by Sequoia Mortgage
Trust 1 (the ("Issuer"), a trust formed by the Company pursuant to the
Amended and Restated Deposit Trust Agreement, dated as of July 17, 1997,
between the Company, as Depositor and Wilmington Trust Company, as Owner
Trustee (the "Deposit Trust Agreement"), pursuant to an Indenture dated as of
June 1, 1997 between the Issuer and First Union National Bank, as Trustee
(the "Indenture").
We have acted as your special tax counsel in connection with the
Registration Statement (including the Prospectus that is a part thereof) and
the Prospectus Supplement, and have assisted in the preparation of the tax
summary for each such document. In formulating our opinions, we have
reviewed (i) the Registration Statement, including the Prospectus and the
Prospectus Supplement, (ii) the Deposit Trust Agreement, the Indenture, the
Master Servicing Agreement, the Management Agreement, the Insurance Agreement
and the Bonds, and (iii) such resolutions, certificates, records, and other
documents provided by the Company as we have deemed necessary or appropriate
as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, 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, conformed or other copies, and
the authenticity of the originals of such copies.
In rendering our opinions, we have assumed that the transactions
described in or contemplated by the foregoing documents have been or will be
consummated in accordance with such operative documents, and that such
documents accurately reflect the material facts of such transactions. Our
opinion is also based on the Internal Revenue Code of 1986, as amended,
administrative rulings, judicial decisions, Treasury regulations and other
applicable authorities. The statutory provisions, regulations, and
interpretations on which our opinion is based are subject to change, possibly
retroactively. In addition, there can be no complete assurance that the
Internal Revenue Service will not take positions contrary to those stated in
our opinion.
Based on the foregoing, we are of the opinion that:
1. Although the discussion in the Prospectus and the Prospectus
Supplement under the heading "Federal Income Tax Consequences" does
not purport to discuss all possible United States federal income
tax consequences of the purchase, ownership and disposition of the
Bonds, in our opinion, such discussion taken as whole constitutes
in all material respects, a fair and accurate summary of the United
States federal income tax consequences of the purchase, ownership
and disposition of the Bonds under existing law; and
2. The Bonds will be treated as indebtedness, and not as an
ownership interest in the Mortgage Collateral, the Issuer or a
separate association taxable as a corporation, for both United
States federal and California income tax purposes.
Other than as expressly stated above, we express no opinion on any
issue relating to the Company, the Issuer, or to any series of bonds other
than the Bonds described in the Prospectus Supplement, or under any law other
than the federal income tax laws.
We are furnishing this opinion to you solely in connection with the
filing of the Prospectus Supplement to the Registration Statement and it is
not to be relied upon, used, circulated, quoted or otherwise referred to for
any other purpose without our express written permission.
We consent to the filing of this opinion in connection with the
filing of the Prospectus and the Prospectus Supplement and to the reference
to Giancarlo & Gnazzo, A Professional Corporation under the caption "Federal
Income Tax Considerations" in the Prospectus Supplement.
Very truly yours,
/s/ Giancarlo & Gnazzo
Giancarlo & Gnazzo
Exhibit 8.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated February 3, 1997, on our audits of the consolidated
financial statements of MBIA Insurance Corporation and Subsidiaries as of
December 31, 1996 and 1995 and for each of the three years in the period
ended December 31, 1996. We also consent to the reference to our firm under
the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
July 25, 1997
New York, New York
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
July 28, 1997
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Sequoia Mortgage Funding Corporation
Sequoia Mortgage Trust 1
Collateralized Mortgage Bonds
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Ladies and Gentlemen:
On behalf of Sequoia Mortgage Funding Corporation (the "Company"), we
enclose herewith for filing, pursuant to the Securities and Exchange Act of
1934, as amended, the Company's Current Report on Form 8-K, for certain
materials in connection with the above-referenced transaction.
Very truly yours,
/s/ Siegfried Knopf
Siegfried Knopf
Enclosure
