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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) September 29, 1999
WMC SECURED ASSETS CORP. (as company under the Pooling and Servicing Agreement,
dated as of September 30, 1999, providing for the issuance of Mortgage
Pass-Through Certificates, Series 1999-A)
WMC Secured Assets Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-59687 95-4683489
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
6320 Canoga Avenue
Woodland Hills, California 91367
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 592-2610
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Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
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(a) Financial Statements.
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Not Applicable.
(b) PRO FORMA Financial Information.
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Not Applicable.
(c) Exhibits
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Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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5.1 5 Opinion of Counsel of Thacher Proffitt &
Wood
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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 thereunto duly authorized.
WMC SECURED ASSETS CORP
By: /s/ David B. Trzcinski
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Name: David B. Trzcinski
Title: Executive Vice President,
CFO & Treasurer
Dated: September 29, 1999
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EXHIBIT INDEX
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Exhibit No. Description Page
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5.1 Opinion of Counsel of Thacher Proffitt & Wood 5
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EXHIBIT 5.1
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[Letterhead of Thacher Proffitt & Wood]
September 29, 1999
WMC Secured Asset Corp.
6320 Canoga Avenue
Woodland Hills, CA 91367
WMC Mortgage Loan Trust 1999-A
WMC Mortgage Pass Through Certificates, Series 1999-A
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Ladies and Gentlemen:
We have acted as counsel to WMC Secured Assets Corp. (the "Depositor")
and WMC Mortgage Corp. (the "Seller") in connection with (i) the Mortgage Loan
Purchase Agreement, dated September 28, 1999 (the "Purchase Agreement"), between
the Seller as seller and the Depositor as purchaser, (ii) the transfer by the
Depositor to Bank One, National Association as trustee (the "Trustee") of the
Mortgage Loans and the Original Pre-Funded Amount for deposit in the trust fund
(the "Trust Fund") pursuant to the Pooling and Servicing Agreement, dated as of
September 30, 1999 (the "Pooling and Servicing Agreement"), among the Depositor,
the Seller as master servicer (in such capacity, the "Master Servicer") and the
Trustee and the certificates which will be issued pursuant thereto designated as
Mortgage Pass-Through Certificates, Series 1999-A, (collectively, the
"Certificates"), (iii) the Underwriting Agreement, dated September 28, 1999 (the
"Underwriting Agreement"), among the Depositor, the Seller and Salomon Smith
Barney Inc. (the "Underwriter") pursuant to which certain Certificates will be
sold (collectively, the "Underwritten Certificates") and (iv) the Prospectus
Supplement, dated September 28, 1999 (the "Prospectus Supplement"), and the
Prospectus to which it relates, dated August 10, 1998 (the "Base Prospectus";
together with the Prospectus Supplement, the "Prospectus"). The Purchase
Agreement, the Pooling and Servicing Agreement and the Underwriting Agreement
are collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or
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WMC Series 1999-A Page 2
September 29, 1999
public officials. In rendering this opinion letter, except for the matters that
are specifically addressed in the opinions expressed below, we have assumed (i)
the authenticity of all documents submitted to us as originals or as copies
thereof, and the conformity to the originals of all documents submitted to us as
copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary,
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto, and (iv) that there is not any
other agreement that modifies or supplements the agreements expressed in any
document to which this opinion letter relates and that renders any of the
opinions expressed below inconsistent with such document as so modified or
supplemented. In rendering this opinion letter, we have made no inquiry, have
conducted no investigation and assume no responsibility with respect to (a) the
accuracy of and compliance by the parties thereto with the representations,
warranties and covenants as to factual matters contained in any document or (b)
the conformity of the underlying assets and related documents to the
requirements of any agreement to which this opinion letter relates.
Three separate real estate mortgage investment conduit ("REMIC")
elections will be made with respect to segregated pool of assets of the Trust
Fund ("REMIC I", "REMIC II" and "REMIC III," respectively). Assuming compliance
with the pertinent provisions of the Pooling and Servicing Agreement as of the
Closing Date, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC
within the meaning of sections 860A through 860G of the Internal Revenue Code of
1986, as amended (the "Code"). For federal income tax purposes, the underwritten
Certificates, the Class CE Certificates and the Class P Certificates will
constitute "regular interests" in REMIC III, and the Class R-I, Class R-II and
Class R-III Certificates will represent the sole class of "residual interests"
in REMIC I, REMIC II and REMIC III, respectively.
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations promulgate or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, and of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as described
above, and we do not express an opinion on any other legal or income tax aspect
of the transactions contemplated by the documents relating to the transaction.
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WMC Series 1999-A Page 3
September 29, 1999
In rendering the foregoing opinions, we express no opinion as to any
laws other than the federal income tax laws of the United States. This opinion
will not updated for subsequent changes or modifications to the law and
regulations or to the judicial and administrative interpretations thereof unless
we are specifically engaged to do so. This opinion is rendered only to those to
whom it is addressed and may not be relied on in connection with any
transactions other than the transactions contemplated herein. The opinion may
not be circulated or relied upon for any other purpose, or circulated to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
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