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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): September 27, 1999
NEW CENTURY MORTGAGE SECURITIES, INC.
(as depositor under the Pooling and Servicing Agreement,
dated as of September 1, 1999, providing for the issuance of
Asset Backed Pass-Through Certificates, Series 1999-NCB)
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.
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(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: September 27, 1999
NEW CENTURY MORTGAGE
SECURITIES, INC.
By: /s/ Patrick J. Flanagan
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Name: Patrick J. Flanagan
Title:President
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K
Number Exhibit No. Description
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1 5.1, 8.1, 23.1 Opinion and Consent of Counsel
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EXHIBIT 5. 1, 8.1, 23.1
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[Letterhead of Thacher Proffitt & Wood]
September 28, 1999
PaineWebber Incorporated
as Representative of the Several Underwriters
1285 Avenue of the Americas
11th Floor
New York, New York 10019
Opinion: Underwriting Agreement
New Century Home Equity Loan Trust, Series 1999-NCB
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 "Seller") and New Century Mortgage
Corporation (the "Master Servicer") in connection with (i) the Mortgage Loan
Purchase Agreement, dated September 24, 1999 (the "Purchase Agreement"), between
the Seller and the Depositor, (ii) the Pooling and Servicing Agreement, dated as
of September 1, 1999 (the "Pooling and Servicing Agreement"), among the
Depositor as depositor, the Master Servicer as master servicer, Firstar Bank
Milwaukee, N.A. as trustee (the "Trustee") and U.S. Bank National Association as
trust administrator (the "Trust Administrator") and the certificates issued
pursuant thereto designated as Asset-Backed Pass- Through Certificates, Series
1999-NCB, (collectively, the "Certificates"), (iii) the Underwriting Agreement,
dated September 17, 1999 (the "Underwriting Agreement"), among the Depositor,
the Master Servicer and PaineWebber Incorporated as representative of the
several underwriters (the "Underwriter") pursuant to which certain Certificates
were sold (collectively, the "Underwritten Certificates"), (iv) the
Indemnification Agreement, dated September 28, 1999 (the "Indemnification
Agreement") among Financial Security Assurance Inc. ("FSA"), the Underwriter,
Greenwich Capital Markets, Inc. and the Master Servicer, (v) the Insurance and
Indemnity Agreement, dated September 28, 1999 (the "Insurance Agreement"), among
FSA, the Master Servicer, the Seller and the Depositor and (vi) the Prospectus
Supplement, dated September 24, 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, the
Indemnification Agreement and the Insurance Agreement are collectively referred
to herein as the "Agreements." Capitalized terms not defined herein have the
meanings assigned to them in the Agreements.
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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, 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
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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
Name: Richard M. Horowitz
Title: Partner
