SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: September 26, 1997
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(Date of earliest event reported)
Structured Asset Securities Corporation
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(Exact name of registrant as specified in its charter)
Delaware 33-96378-02 74-2440850
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
200 Vesey Street, New York, N.Y. 10285
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 526-7000
<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 is the opinion of Cadwalader, Wickersham & Taft,
special counsel to the Company, regarding certain corporate and tax matters (the
"Cadwalader Opinion"), provided in connection with the issuance of the
Commercial Mortgage Pass-Through Certificates, Series 1997-LL I (the
"Certificates").
The Certificates will be offered pursuant to a Prospectus and related
Prospectus Supplement (together, the "Prospectus"), which will be filed with the
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Act"). The offer and sale of the Certificates contemplated by the
Prospectus will be registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 33-96378) (the "Registration
Statement"). The Registrant hereby incorporates the Cadwalader Opinion by
reference in the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item 601(a) of Regulation
S-K Exhibit No. Description
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5.1 Opinion of Cadwalader Wickersham & Taft
as to legality
8.1 Opinion of Cadwalader Wickersham & Taft
as to certain tax matters
(included in Exhibit 5.1)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
STRUCTURED ASSET SECURITIES CORPORATION
By: /s/ Theodore P. Janulis
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Name: Theodore P. Janulis
Title: President
Date: September 26, 1997
<PAGE>
Exhibit Index
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 5.1 Opinion of Cadwalader Wickersham &
Taft as to legality
1 8.1 Opinion of Cadwalader Wickersham &
Taft as to certain tax matters
(included in Exhibit 5.1)
September 26, 1997
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Mortgage Pass-Through Certificates
Ladies and Gentlemen:
We have acted as special counsel to Structured Asset Securities Corporation
("SASCO") in connection with the Registration Statement on Form S-3 (No.
33-96378) filed with the Securities and Exchange Commission (the "Commission")
on August 30, 1995 as amended by Pre-Effective Amendment No. 1, having been
filed with the Commission on September 28, 1995 (as amended, the "Registration
Statement") and to which this opinion is an exhibit, pursuant to the Securities
Act of 1933, as amended (the "Act"). The Registration Statement covers mortgage
pass-through certificates ("Certificates) to be sold by SASCO in one or more
series (each, a "Series"). Each Series of Certificates will be issued under a
separate pooling and servicing agreement or other form of trust agreement (each,
a "Deposit Trust Agreement") among SASCO, a master servicer (a "Servicer"), a
trustee (a "Trustee") and, if applicable, a special servicer, to be identified
in the Prospectus Supplement for such Series. A form of Deposit Trust Agreement
was previously filed as Exhibit 4.2 to registration statement No. 33-50210 and
incorporated by reference as an exhibit to the Registration Statement.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Statement.
In rendering the opinions set forth below, we have examined and relied upon
the following: (1) the Registration Statement, the Prospectus and the form of
Prospectus Supplement constituting a part thereof, each substantially in the
form filed or being filed with the Commission; (2) the form of the Deposit Trust
Agreement was previously filed as exhibit 4.2 to registration statement No.
33-50210, and incorporated by reference as an exhibit to the Registration
Statement; and (3) such other documents, materials and authorities as we have
deemed necessary in order to enable us to render our opinion set forth below.
We express no opinion with respect to any Series of Certificates for which
we do not act as counsel to SASCO.
Based on the foregoing, we are of the opinion that:
1. When a Deposit Trust Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by
SASCO, a Servicer and a Trustee, such Deposit Trust Agreement
will constitute a valid and legally binding agreement to SASCO,
enforceable against SASCO in accordance with its terms, subject
to applicable bankruptcy, reorganization, insolvency, moratorium
and other laws affecting the enforcement of rights of creditors
generally and to general principles of equity and the discretion
of the court (regardless of whether enforceability is considered
in a proceeding in equity or at law).
2. When a Deposit Trust Agreement for a Series of Certificates has
been duly and validly authorized, executed and delivered by
SASCO, a Servicer and a Trustee, and the Certificates of such
Series have been duly executed, authenticated, delivered and sold
as contemplated in the Registration Statement, such Certificates
will be legally and validly issued, fully paid and nonassessable,
and the holders of such Certificates will be entitled to the
benefits of such Deposit Trust Agreement.
As your special counsel, we have considered certain federal income tax
aspects of the proposed issuance of Certificates of each Series. In particular,
we have considered the material federal income tax consequences for holders of
Certificates and have reviewed the description of the material federal income
tax consequences for holders of Certificates that appears under the heading
"Federal Income Tax Consequences" in the Prospectus and under the heading
"Federal Income Tax Considerations" in the form of Prospectus Supplement. 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.
The opinion expressed in the preceding paragraph is based on the facts and
circumstances set forth in the Prospectus and the form of Prospectus Supplement
and in the other documents reviewed by us. Such opinion could change with
respect to a particular Series of 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. As the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of such opinion to a particular Series of
Certificates. Furthermore, we express no opinion with respect to any Series of
Certificates for which we do not act as counsel to SASCO.
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 headings
"Legal Matters" and "Federal Income Tax Consequences" in the Prospectus forming
a part of the Registration Statement and under the headings "Legal Matters" and
"Federal Income Tax Considerations" in the form of Prospectus Supplement 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,
/s/ Cadwalader, Wickersham & Taft
