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