NATIONSLINK FUNDING CORP COMM MORT PASS THR CERT SER 1998-1
8-K/A, 1998-04-15
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                       Securities and Exchange Act of 1934


Date of Report: April 7, 1998
- -----------------------------
(Date of earliest event reported)


                         NationsLink Funding Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                    333-43609                  56-1950039
- --------------------------------------------------------------------------------
(State or Other                (Commission              (I.R.S. Employer
Jurisdiction of               File Number)             Identification No.)
 Incorporation



              NationsBank Corporate Center, 100 North Tryon Street,
                        Charlotte, North Carolina 28255
- --------------------------------------------------------------------------------
                      Address of Principal Executive Office



       Registrant's telephone number, including area code: (704) 386-2400



<PAGE>



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

                     Item 601(a) of
                     Regulation S-K
                        Exhibit No.
Exhibit No.                                                 Description

     1                   8            Tax Matters  Opinion.  (Corrected  copy;  
                                      this  opinion replaces, in their entirety,
                                      all of the opinions filed on April 8, 1998
                                      under Item 7,  Exhibit 8,  pursuant to
                                      Form 8-K dated April 7, 1998.)



<PAGE>



     Pursuant to the  requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report to be signed on behalf of the  Registrant  by the
undersigned thereunto duly authorized.

                                      NATIONSLINK FUNDING CORPORATION

                                      By:  /s/  John T. McCarthy
                                          -----------------------
                                      Name:  John T. McCarthy
                                      Title:  Senior Vice President

Date: April 15, 1998



   
                 [Letterhead of Cadwalader, Wickersham & Taft]



                                 March 25, 1998




To the Persons Named on
Schedule 1 Hereto:

          Re:  NationsLink Funding Corporation, Commercial Mortgage Pass-Through
               Certificates, Series 1998-1
               -----------------------------------------------------------------
Ladies and Gentlemen:

     We are  rendering  this  opinion  letter  pursuant to Section  6(b) of that
certain  Underwriting   Agreement,   dated  March  9,  1998  (the  "Underwriting
Agreement"),   by  and  between  NationsLink  Funding  Corporation,  a  Delaware
corporation ("NationsLink"),  and NationsBanc Montgomery Securities LLC, a North
Carolina  corporation  ("NationsBanc  Montgomery"),   as  underwriter  (in  such
capacity, the "Underwriter"), and Section 3(e) of that certain Private Placement
Agency Agreement, dated as of March 9, 1998 (the "Placement Agreement"),  by and
between  NationsLink  and  NationsBanc  Montgomery,  as placement agent (in such
capacity,   the  "Placement  Agent").  We  have  acted  as  special  counsel  to
NationsLink  and the  Underwriter and Placement Agent in connection with (i) the
issuance of NationsLink's Commercial Mortgage Pass-Through Certificates,  Series
1998-1  (the  "Certificates"),  consisting  of  sixteen  classes:  the Class A-1
Certificates,  the Class A-2 Certificates, the Class A-3 Certificates, the Class
X-1  Certificates,  the Class X-2  Certificates,  the Class B Certificates,  the
Class C Certificates,  the Class D Certificates,  the Class E Certificates,  the
Class F Certificates,  the Class G Certificates,  the Class H Certificates,  the
Class J Certificates,  the Class K Certificates,  the Class R-I Certificates and
the Class R-II  Certificates;  (ii) the sale by NationsLink  and the purchase by
the  Underwriter  pursuant to the  Underwriting  Agreement of the Class A-1, the
Class A-2,  the Class A-3,  the Class X-1, the Class X-2, the Class B, the Class
C, the Class D and the Class E Certificates (collectively, the "Publicly Offered
Certificates");  and (iii) the sale by NationsLink  through the Placement  Agent
pursuant to the  Placement  Agreement  of the Class F, the Class G, the Class H,
the Class J and the Class K Certificates  (collectively,  the "Privately  Placed
Certificates").

     The  Certificates  are being issued  pursuant to that  certain  Amended and
Restated  Pooling  and  Servicing  Agreement,  dated as of March  1,  1998  (the
"Pooling and  Servicing  Agreement"),  by and among  NationsLink,  as depositor,
NationsBank,  N.A., as mortgage  loan seller,  Midland Loan  Services,  L.P., as
master servicer,  Lennar Partners,  Inc., as special servicer,  and Norwest Bank
Minnesota,  National Association,  as trustee (in such capacity,  the "Trustee")
and as  REMIC  Administrator  (in such  capacity,  the  "REMIC  Administrator").
Capitalized  terms used and not otherwise defined herein have the meanings given
to them in the Pooling and Servicing  Agreement.  The Certificates will evidence
beneficial  ownership interests in a trust fund (the "Trust Fund") the assets of
which will consist of a pool of mortgage  loans  identified on Schedule I to the
Pooling and Servicing Agreement, together with certain related assets.

     In rendering the opinion set forth below,  we have examined and relied upon
originals,  copies  or  specimens,  certified  or  otherwise  identified  to our
satisfaction,  of the Pooling and Servicing Agreement, the Prospectus Supplement
and  Prospectus,  each dated March 9, 1998 and relating to the Publicly  Offered
Certificates,  the Private Placement Memorandum dated March 24, 1998 relating to
the Privately Placed Certificates,  specimen forms of the Certificates, and such
certificates,  corporate records and other documents,  agreements,  opinions and
instruments,  including,  among other things,  those delivered at the closing of
the  purchase  and sale of the  Certificates,  as we have deemed  necessary as a
basis  for  such  opinion  hereinafter   expressed.   In  connection  with  such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents,  agreements and instruments submitted to us as originals,  the
conformity to original  documents,  agreements and instruments of all documents,
agreements  and  instruments  submitted  to  us  as  copies  or  specimens,  the
conformity of the text of each document filed with the Securities the Securities
and  Exchange  Commission  through  the  EDGAR  system to the  printed  document
reviewed by us, the authenticity of the originals of such documents,  agreements
and instruments submitted to us as copies or specimens,  and the accuracy of the
matters set forth in the documents,  agreements and instruments we reviewed.  As
to any facts  material to such opinion that were not known to us, we have relied
upon  statements,   certificates  and  representations  of  officers  and  other
representatives  of  NationsLink,  the  Trustee,  the  REMIC  Administrator  and
NationsBanc Montgomery and of public officials.

     In rendering the opinion  below,  we do not express any opinion  concerning
the laws of any  jurisdiction  other than the  substantive  federal  laws of the
United States of America.

     Based  upon and  subject  to the  foregoing,  we are of the  opinion  that,
assuming  compliance with all provisions of the Pooling and Servicing  Agreement
as in effect on the Closing Date, (a) REMIC I and REMIC II will each qualify for
treatment for federal income tax purposes as a "real estate mortgage  investment
conduit",  as defined in Section 860D of the Code; (b) the Class A-1, Class A-2,
Class A-3,  Class X-1,  Class X-2,  Class B, Class C, Class D, Class E, Class F,
Class G,  Class H, Class J and Class K  Certificates  will  constitute  "regular
interests" in REMIC II and the Class R-II  Certificates will constitute the sole
class of "residual interest" in REMIC II within the meaning of the Code; and (c)
the Class LA-1  Uncertificated  Interest,  Class LA-2  Uncertificated  Interest,
Class LA-3 Uncertificated  Interest, Class LWAC-1 Uncertificated Interest, Class
LWAC-2  Uncertificated  Interest,  Class LB  Uncertificated  Interest,  Class LC
Uncertificated   Interest,   Class   LD   Uncertificated   Interest,   Class  LE
Uncertificated   Interest,   Class   LF   Uncertificated   Interest,   Class  LG
Uncertificated   Interest,   Class  LH  Uncertificated  Interest  and  Class  LK
Uncertificated  Interest will constitute  "regular interests" in REMIC I and the
Class R-I Certificates will constitute the sole class of "residual  interest" in
REMIC I within the meaning of the Code.

     We are furnishing  this letter to you solely for your benefit in connection
with the transactions  referred to herein. This letter is not to be relied upon,
used, circulated, quoted or otherwise referred to by any other person or for any
other purpose without our prior written consent.

                                     Very truly yours,

                                     /s/ Cadwalader, Wickersham & Taft
                                     ---------------------------------
                                     Cadwalader, Wickersham & Taft




<PAGE>



                                                                      SCHEDULE 1

NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, North Carolina  28255


NationsLink Funding Corporation
100 North Tryon Street
Charlotte, North Carolina  28255


Moody's Investor Service, Inc.
99 Church Street
New York, New York 10007


Fitch IBCA, Inc.
One State Street Plaza
New York, New York 1007


Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois  60603


Midland Loan Services, L.P.
  in its capacity as Master Servicer
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105


Lennar Partners, Inc.
  in its capacity as Special Servicer
700 NW 107th Avenue, Suite 400
Miami, Florida 33172


Norwest Bank Minnesota, National Association
  in its capacity as Trustee and REMIC Administrator
3 New York Plaza, 15th Floor
New York, New York 10004
    


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