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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: April 28, 2000
(Date of earliest event reported)
FIRST HORIZON ASSET SECURITIES INC.
(Exact name of Registrant as specified in its charter)
Delaware 333-74467 75-2808384
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
4000 Horizon Way
Irving, Texas 75063
(Address of Principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 441-4000
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Item 5. Other Events.
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Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 333-74467) filed with the Securities and Exchange Commission
(the "Commission") on March 16, 1999, as amended by Amendment No. 1 thereto
filed with the Commission on May 21, 1999, as further amended by Amendment No. 2
thereto filed with the Commission on July 16, 1999, as further amended by
Amendment No. 3 thereto filed with the Commission on December 20, 1999, and as
further amended by Amendment No. 4 thereto filed with the Commission on January
21, 2000 (as so amended, the "Registration Statement"), pursuant to which the
Registrant registered $1,500,000,000 aggregate principal amount of its mortgage
pass-through certificates, issuable in various series, for sale in accordance
with the provisions of the Securities Act of 1933, as amended. Reference is also
hereby made to the Prospectus and the related Prospectus Supplement
(collectively, the "Prospectus"), which will be filed with the Commission
pursuant to Rule 424(b)(5), with respect to the Registrant's Mortgage Pass-
Through Certificates, Series 2000-1 (the "Offered Securities").
The Registrant is filing this Current Report on Form 8-K to file the
supplemental tax opinion of Andrews & Kurth L.L.P. as Exhibit 8.2 to the
Registration Statement and the related consent as Exhibit 24.2.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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8.2 Supplemental Tax Opinion of Andrews & Kurth L.L.P.
24.2 Consent of Andrews & Kurth L.L.P. (contained in
the opinion filed as Exhibit 8.2)
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Signatures
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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 hereunto duly authorized.
FIRST HORIZON ASSET SECURITIES INC.
April 28, 2000 By: /s/ Wade Walker
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Wade Walker
Senior Vice President - Asset Securitization
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EXHIBIT 8.2
[Letterhead of Andrews & Kurth L.L.P.]
Supplemental Tax Opinion
April 28, 2000
First Horizon Asset Securities, Inc.
4000 Horizon Way
Irving, Texas 75063
Re: First Horizon Asset Securities Inc.
Mortgage Pass-Through Certificates,
Series 2000-1
Ladies and Gentlemen:
We have acted as counsel to First Horizon Asset Securities Inc., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of (a) its Mortgage Pass-Through Certificates, Series 2000-1, Class A-1,
Class A-2, Class A-3, Class A-4, Class PO, Class B-1, Class B-2, Class B-3 and
Class A-R, to Lehman Brothers Inc., as representative of the several
underwriters (the "Underwriter"), pursuant to an Underwriting Agreement dated
April 26, 2000, by and among First Horizon Home Loan Corporation, a Kansas
corporation ("First Horizon"), the Company and the Underwriter, and the Terms
Agreement supplemental thereto, dated April 26, 2000, by and among the Company,
First Horizon and the Underwriter, and (b) its Mortgage Pass-Through
Certificates, Series 2000-1, Class B-4, Class B-5 and Class B-6 (the "Privately
Offered Certificates"), to Lehman Brothers Inc., as representative of the
several purchasers (the "Initial Purchaser"), pursuant to a Purchase Agreement
dated April 28, 2000, by and among First Horizon, the Company and the Initial
Purchaser. The Publicly-Offered Certificates and the Privately Offered
Certificates are referred to herein collectively as the "Certificates." The
Certificates have been created pursuant to a Pooling and Servicing Agreement
dated as of April 1, 2000 (the "Pooling and Servicing Agreement") by and among
the Company, as Depositor, First Horizon, as Seller and Master Servicer, and The
Bank of New York, as Trustee, and the Certificates evidence the entire
beneficial ownership interest in a trust fund (the "Trust Fund"), the assets of
which consist primarily of first lien, single family residential mortgage loans.
The Publicly-Offered Certificates have been registered by means of a
Registration Statement of the Company on Form S-3 under the Securities Act of
1933, as amended (the "Securities Act"), under File No. 333-74467 which
Registration Statement was declared effective by the Securities and Exchange
Commission on January 26, 2000 (such Registration Statement, as amended to the
date hereof, herein called the "Registration Statement"). We have participated
in the preparation of the Registration Statement with respect to the Publicly-
Offered Certificates and the Prospectus dated April 26, 2000 (the "Base
Prospectus"), the related Prospectus Supplement dated April 26, 2000 and the
related Supplement to the Prospectus Supplement dated April 27, 2000
(collectively, the "Prospectus Supplement"), which Prospectus and Prospectus
Supplement were filed by the Company
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with the Securities and Exchange Commission (the "Commission") pursuant to Rule
424 under the Securities Act (the Base Prospectus and the Prospectus Supplement,
collectively, the "Prospectus").
In connection with the foregoing, we have examined the originals or copies,
certified or otherwise authenticated to our satisfaction, of the Registration
Statement, the Prospectus and of such other instruments and documents as we have
deemed necessary to require as a basis for the opinion hereinafter expressed.
In such 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 copies, and the
authenticity of the originals of such documents submitted as copies.
Based upon the foregoing and in reliance thereon, we are of the opinion
that:
i) Assuming (1) an election will be properly made to treat the assets of
the Trust Fund as a "real estate mortgage investment conduit" (REMIC)
for Federal income tax purposes, (2) compliance with all provisions of
the Pooling and Servicing Agreement, and (3) continuing compliance
with the applicable provisions of the Code as it may be amended from
time to time and any applicable Treasury regulations adopted
thereunder, the Trust Fund will qualify as a REMIC within the meaning
of Section 860D of the Code, each of the Certificates, other than the
Class A-R Certificates, issued pursuant to the Pooling and Servicing
Agreement represents a "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code and the Class A-R
Certificates represent "residual interests" in a REMIC within the
meaning of Section 860G(a)(2) of the Code.
Our opinion is based upon our interpretations of current law, including
court authority and existing Final and Temporary Regulations, which are subject
to change both prospectively and retroactively, and upon the facts and
assumptions discussed herein. This opinion letter is limited to the matters set
forth herein, and no opinion is intended to be implied or may be inferred beyond
that expressly stated herein. Our opinion is rendered as of the date hereof and
we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances, or law
after the date hereof. In addition, our opinion is based on the assumption that
the matters addressed therein will be properly presented to the applicable
court. We must note that our opinion represents merely our best legal judgment
on the matter presented and that others may disagree with our conclusion. Our
opinion is not binding on the Internal Revenue Service or any court and there
can be no assurance that the Internal Revenue Service will not take a contrary
position or that a court would agree with our opinion if litigated. In the
event any one of the statements, representations or assumptions we have relied
upon to issue this opinion is incorrect, our opinion might be adversely affected
and may not be relied upon.
We consent to the use and incorporation by reference of this opinion in the
Registration Statement. In giving such consent we do not imply or admit that we
are within the category of persons whose consent is required under Section 7 of
the 1933 Act or the rules and regulations of the Commission thereunder.
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We express no opinion as to the laws of any jurisdiction other than the
laws of the United States.
Respectfully submitted,
ANDREWS & KURTH L.L.P.
