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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): November 6, 1997
SEQUOIA MORTGAGE FUNDING CORPORATION, (as depositor under
the Deposit Trust Agreement, dated as of October 1, 1997,
providing for the issuance of the Sequoia Mortgage Trust
2 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 2 of
Collateralized Mortgage Bonds (the "Bonds"), Sequoia Mortgage Funding
Corporation is filing herewith an opinion of counsel relating to the
characterization of the Bonds for federal income tax purposes. The Opinion
is annexed hereto on Exhibit 8.1.
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.
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: November 6, 1997
Exhibit Index
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Exhibit Page
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8.1 Opinion of Giancarlo & Gnazzo re Tax matters 5
Exhibit 8.1
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November 6, 1997
Sequoia Mortgage Funding Corporation
591 Redwood Highway
Suite 3120
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 October 24, 1997 (the "Prospectus Supplement") to the Shelf
Registration Statement on Form S-3, having Registration No. 333-22681, as
amended through October 24, 1997 (the "Registration Statement") filed by
Sequoia Mortgage Funding Corporation (the "Company") in connection with
$749,160,000 Sequoia Trust 2 Collateralized Mortgage Bonds (the "Bonds").
The Bonds are being issued by Sequoia Mortgage Trust 2 (the ("Issuer"), a
trust formed by the Company pursuant to the Deposit Trust Agreement, dated as
of October 1, 1997, between the Company, as Depositor and Wilmington Trust
Company, as Owner Trustee (the "Deposit Trust Agreement"), pursuant to an
Indenture dated as of October 1, 1997 between the Issuer and Norwest Bank
Minnesota, N.A., 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
Administration Agreement, the Management Agreement, the Insurance Agreement,
the Swap 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 and will be
consummated in accordance with the terms of 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;
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 and franchise tax purposes; and
3. The Issuer will not be subject to entity level taxes for United
States federal and California income tax and franchise tax purposes as
(i) an association taxable as a corporation, other than as a "qualified
REIT subsidiary" within the meaning of Section 856(i) of the Code,
(ii) a "taxable mortgage pool" within the meaning of Section 7701(i) of
the Code or (iii) a "publicly traded partnership" within the meaning of
Section 7704 of the Code.
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 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,
