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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) April 5, 2000
WMC SECURED ASSETS CORP. (as company under the Pooling and Servicing Agreement,
dated as of April 1, 2000, providing for the issuance of Mortgage Pass-Through
Certificates, Series 2000- A)
WMC Secured Assets Corp.
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(Exact name of registrant as specified in its charter)
Delaware 333-59687 95-4683489
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
6320 Canoga Avenue
Woodland Hills, California 91367
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 592-2610
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<PAGE>
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits.
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(a) Financial Statements.
Not Applicable.
(b) PRO FORMA Financial Information.
Not Applicable.
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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5.1 5 Opinion of Counsel 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: April 5, 2000
WMC SECURED ASSETS CORP
By: /s/ David B. Trzcinski
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Name: David B. Trzcinski
Title: Executive Vice President
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EXHIBIT INDEX
Exhibit No. Description Page
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5.1 Opinion of Counsel of Thacher Proffitt & Wood 5
EXHIBIT 5.1
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April 5, 2000
WMC Secured Asset Corp.
6320 Canoga Avenue
Woodland Hills, CA 91367
WMC Mortgage Loan Trust 2000-A
WMC Mortgage Pass Through Certificates, Series 2000-A
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Ladies and Gentlemen:
We have acted as counsel to WMC Secured Assets Corp. (the "Depositor")
and WMC Mortgage Corp. (the "Seller") in connection with (i) the Mortgage Loan
Purchase Agreement, dated March 31, 2000 (the "Purchase Agreement"), between the
Seller as seller and the Depositor as purchaser, (ii) the transfer by the
Depositor to Bank One, National Association as trustee (the "Trustee") of the
Mortgage Loans and the Original Pre-Funded Amount for deposit in the trust fund
(the "Trust Fund") pursuant to the Pooling and Servicing Agreement, dated as of
April 1, 2000 (the "Pooling and Servicing Agreement"), among the Depositor, the
Seller as master servicer (in such capacity, the "Master Servicer") and the
Trustee and the certificates issued pursuant thereto designated as Mortgage
Pass-Through Certificates, Series 2000-A, (collectively, the "Certificates"),
(iii) the Underwriting Agreement, dated March 31, 2000 (the "Underwriting
Agreement"), among the Depositor, the Seller and Bear, Stearns & Co. Inc. (the
"Underwriter") pursuant to which certain Certificates were sold (collectively,
the "Underwritten Certificates") and (iv) the Prospectus Supplement, dated March
31, 2000 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated August 10, 1998 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus"). The Purchase Agreement, the Pooling and Servicing
Agreement[, the Sub-Servicing Agreement] and the Underwriting 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, as to relevant factual matters 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
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WMC Series 2000-A Page 2
April 5, 2000
in the opinions expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, 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 any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document 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 as to factual matters
contained in any document or (b) the conformity of the underlying assets and
related documents to the requirements of any agreement to which this opinion
letter relates.
Three separate real estate mortgage investment conduit ("REMIC")
elections will be made with respect to segregated pool of assets of the Trust
Fund ("REMIC I", "REMIC II" and "REMIC III," respectively). Assuming compliance
with the pertinent provisions of the Pooling and Servicing Agreement as of the
Closing Date, each of REMIC I, REMIC II and REMIC III will qualify as a REMIC
within the meaning of sections 860A through 860G of the Internal Revenue Code of
1986, as amended (the "Code"). For federal income tax purposes, the underwritten
Certificates, the Class CE Certificates and the Class P Certificates will
constitute "regular interests" in REMIC III, and the Class R-I, Class R-II and
Class R-III Certificates will represent the sole class of "residual interests"
in REMIC I, REMIC II and REMIC III, respectively.
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations promulgate or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, and of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as described
above, and we do not express an opinion on any other legal or income tax aspect
of the transactions contemplated by the documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to any
laws other than the federal income tax laws of the United States. This opinion
will not updated for subsequent changes or modifications to the law and
regulations or to the judicial and administrative interpretations thereof unless
we are specifically engaged to do so. This opinion is rendered only to those to
whom it is addressed and may not be relied on in connection with any
transactions other than the transactions contemplated herein. The opinion may
not be circulated or relied upon for any other purpose, or circulated to or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
