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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): October 26, 1999
NEW CENTURY MORTGAGE SECURITIES, INC.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING
AGREEMENT, DATED AS OF OCTOBER 1, 1999, PROVIDING
FOR THE ISSUANCE OF ASSET BACKED PASS-THROUGH
CERTIFICATES, SERIES 1999-NCC)
New Century Mortgage Securities, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 333-76805 33-0852169
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
18400 Von Karman
Irvine, California 92612
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 863-7243
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 5.1, 8.1, 23.1 Opinion and Consent 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.
Dated: October 26, 1999
NEW CENTURY MORTGAGE
SECURITIES, INC.
/s/ Patrick J. Flanagan
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Patrick J. Flanagan
Name:
Title: President
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K
Number Exhibit No. Description
1 5.1, 8.1, 23.1 Opinion and Consent of Counsel
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EXHIBIT 5. 1, 8.1, 23.1
[Letterhead of Thacher Proffitt & Wood]
October 26, 1999
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, New York 10019
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 1999-NCC
Asset Backed Pass-Through Certificates
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Ladies and Gentlemen:
We have acted as counsel to New Century Mortgage Securities, Inc. (the
"Depositor"), NC Capital Corporation (the "Originator") and New Century Mortgage
Corporation ("New Century") in connection with (i) the Mortgage Loan Purchase
Agreement, dated October 22, 1999 (the "Purchase Agreement"), among the
Depositor, the Originator and German American Capital Corporation (the
"Seller"), (ii) the Pooling and Servicing Agreement, dated as of October 1, 1999
(the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Litton Loan Servicing LP as master servicer (the "Master Servicer") and U.S.
Bank National Association as trustee (the "Trustee") and the certificates issued
pursuant thereto designated as Asset-Backed Pass-Through Certificates, Series
1999-NCC, (collectively, the "Certificates"), (iii) the Underwriting Agreement,
dated October 22, 1999 (the "Underwriting Agreement"), among the Depositor, the
Originator, New Century and Deutsche Bank Securities Inc. (the "Underwriter")
pursuant to which certain Certificates were sold (collectively, the
"Underwritten Certificates"), (iv) the Certificate Purchase Agreement, dated
October 22, 1999 (the "Certificate Purchase Agreement"), among the Depositor,
the Originator, New Century and the Underwriter (in such capacity, the "Initial
Purchaser") pursuant to which certain Certificates were sold (collectively, the
"Non-Offered Certificates") and (v) the Prospectus Supplement, dated October 22,
1999 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated September 10, 1999 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus). The Purchase Agreement, the Pooling and Servicing
Agreement, the Underwriting Agreement and the Certificate Purchase 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, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate,
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representations or certifications of officers of parties thereto or 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 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 the documents to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such documents 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 contained in any
document or (b) the conformity of the underlying assets and related documents to
the requirements of the agreements to which this opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law and
(ii) bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, fraudulent conveyance and transfer, moratorium and other similar
laws affecting the rights of creditors or secured parties.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, the laws
of the State of New York and the State of Delaware. We do not express any
opinion with respect to the securities laws of any jurisdiction or any other
matter not specifically addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the parties thereto in accordance with its terms.
2. The Certificates, assuming the authorization, execution and
delivery of the related Pooling and Servicing Agreement, the
execution and authentication of such Certificates in
accordance with that Pooling and Servicing Agreement and the
delivery thereof and payment therefor as contemplated in the
Registration Statement and in the prospectus and prospectus
supplement delivered in connection with such Certificates,
will be legally and validly issued and outstanding, fully
paid and non- assessable and entitled to the benefits of
that Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, the
Trust will qualify as a REMIC within the meaning of the
"REMIC Provisions of the Code, the Class R Certificates will
constitute the sole class of "residual interests" in the
Trust and the Underwritten Certificates will represent
ownership of "regular interests" in the Trust and will
generally be treated as debt instruments of the Trust,
within the meaning of the REMIC Provisions in effect on the
date hereof. This opinion confirms and adopts the opinion
set forth in the Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Federal Income Tax Consequences" and "Legal Matters," without admitting that we
are "persons" within the meaning of Section 7(a) or 11(a)(4) of the 1933 Act, or
"experts" within the meaning of Section 11 thereof, with respect to any portion
of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Richard M. Horowitz
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Name: Richard M. Horowitz
Title: Partner
