<PAGE>
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
October 29, 1998
Date of Report (Date of Earliest Event Reported)
HEADLANDS MORTGAGE SECURITIES INC.
----------------------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
Delaware 333-46019-1 68-0397342
-------- ----------- ----------
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
</TABLE>
1100 Larkspur Landing Circle, Suite 101, Larkspur, CA 94939
-----------------------------------------------------------
(Address of Principal Executive Offices)
(415) 461-6790
--------------
(Registrant's Telephone Number,
Including Area Code)
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
------------
Filing of Certain Materials
---------------------------
Pursuant to Rule 411(c) of Regulation C under the Securities
Act of 1933, Headlands Mortgage Securities Inc. (the
"Company") is filing an Opinion re Due Authorization (the
"Opinion") with the Securities and Exchange Commission (the
"Commission") relating to its Mortgage Pass-Through
Certificates, Series 1998-1 for incorporation by reference
into the Registration Statement on Form S-3 (file no.
333-46019).
The Opinion is filed as Exhibit 5.1.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1.1 Opinion of Tobin & Tobin re Due Authorization of
Series 1998-1 Certificates.
<PAGE>
SIGNATURE
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.
Date: November 3, 1998
HEADLANDS MORTGAGE
SECURITIES INC.
By: /s/ Gilbert J. MacQuarrie
-----------------------------------------
Gilbert J. MacQuarrie
Vice President, Treasurer and Secretary
(Principal Financial Officer and
and Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Page Number
- -------------- -----------
5.1.1 Opinion of Tobin & Tobin re Due Authorization of
Series 1998-1 Certificates........................................5
<PAGE>
Exhibit 5.1.1
TOBIN & TOBIN
A PROFESSIONAL CORPORATION
ONE MONTGOMERY STREET RICHARD TOBIN (1852-1887)
PHILLIP R. POLLOCK FIFTEENTH FLOOR ROBERT TOBIN (1875-1889)
SAN FRANCISCO, CALIFORNIA 94104 CYRIL R. TOBIN (1905-1977)
FACSIMILE (415) 433-3883
(415) 433-1400
November 3, 1998
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 250
Larkspur, CA 94939
Re: Headlands Mortgage Securities, Inc. Registration Statement
on Form S-3 (No. 333-46019) - Mortgage Pass-Through
Certificates, Series 1998-1
----------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Headlands Mortgage Securities
Inc., a Delaware corporation (the "Company"), in connection with the
preparation of a registration statement on Form S-3 (the "Registration
Statement") for the registration with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of mortgage
pass-through certificates (the "Certificates") in an aggregate principal
amount of up to $1,500,000,000. As described in the Registration Statement,
the Certificates will be issued from time to time in series. This opinion
relates to the above-referenced series of Certificates (the "Series 1998-1
Certificates) issued by a trust formed by the Company pursuant to a pooling
and servicing agreement, dated as of October 1, 1998 (the "Pooling and
Servicing Agreement") among the Company, PNC Mortgage Securities Corp., as
seller and master servicer (the "Seller and Master Servicer"), and State
Street Bank and Trust Company, as trustee (the "Trustee"). The Series 1998-1
Certificates were sold pursuant to an underwriting agreement (the
"Underwriting Agreement") between the Company and the underwriter named
therein.
We have examined and relied upon copies of the Company's
Bylaws, the Registration Statement, the Pooling and Servicing Agreement and
the forms of Certificates included as exhibits thereto, the Underwriting
Agreement and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion.
<PAGE>
In our examination we have assumed 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 or photostatic copies and the authenticity of the originals of such
documents. As to any facts material to the opinions expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement relating to the
Series 1998-1 Certificates has been duly and validly authorized by all
necessary action on the part of the Company and has been duly executed and
delivered by the Company, and, assuming due authorization, execution and
delivery thereof by the Seller and Master Servicer and the Trustee, the
Pooling and Servicing Agreement constitutes a legal, valid and binding
agreement of the Company, enforceable against the Company in accordance with
its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws relating to or affecting creditors' rights generally
or by general equity principles.
2. The Series 1998-1 Certificates have been duly authorized
by all necessary action on the part of the Company and duly executed and
authenticated by the Trustee in accordance with the terms of the Pooling and
Servicing Agreement and when issued and delivered against payment therefor as
described in the Underwriting Agreement, will be legally and validly issued,
fully paid and nonassessable, and the holders thereof will be entitled to the
benefits of the Pooling and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion
as to the laws of any jurisdiction other than the laws of the State of New
York (excluding choice of law principles therein), the corporation laws of the
State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to the references to this firm under the
heading "Legal Matters" in the base prospectus and prospectus supplement
forming a part of the Registration Statement, without admitting that we are
"experts" within the meaning of the Act or the Rules and Regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
/s/ Tobin & Tobin
