<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
Date of Report (Date of Earliest Event Reported) February 24, 2000
ABN AMRO MORTGAGE CORPORATION (as depositor under the Pooling and
Servicing Agreement, dated as of February 1, 2000 providing for, inter alia, the
issuance of ABN AMRO Mortgage Corporation Mortgage Pass-Through Certificates
Series 2000-1)
ABN AMRO MORTGAGE CORPORATION Series 2000-1
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-85443-03 36-3886007
----------------------- -----------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street, Chicago, Illinois 60602
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(248) 643-2530
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
Item 5. Other Events.
On February 24, 2000, the Registrant caused the issuance and sale of
approximately $234,866,888.56 initial principal amount of Mortgage Pass-Through
Certificates, Series 2000-1 (the "Certificates") pursuant to a Pooling and
Servicing Agreement dated as of February 1, 2000, among ABN AMRO Mortgage
Corporation, as depositor, Chase Bank of Texas, National Association, as trustee
and ABN AMRO Mortgage Group, Inc., as servicer.
In connection with the sale of the Certificates, the Registrant is filing
a copy of the opinion letter issued by Mayer, Brown & Platt with respect to tax
matters and legality.
-2-
<PAGE>
Item 601(a) of
Regulation S-K
Exhibit No. Description
- ----------- -----------
5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters (included as part of Exhibit
5.1)
-3-
<PAGE>
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 hereunto duly authorized.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: February 24, 2000 By: /s/ Maria Fregosi
----------------------------
Name: Maria Fregosi
Title: Vice President
-4-
<PAGE>
INDEX OF EXHIBITS
Item 601(a) of Sequentially
Regulation S-K Numbered
Exhibit No. Description
- ---------- -----------
5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters
(included as Part of Exhibit 5.1)
-5-
<PAGE>
February 24, 2000
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Mortgage Corporation (the
"Company") in connection with the issuance of Mortgage Pass-Through
Certificates, Series 2000-1 (the "Certificates"), evidencing undivided interests
in a trust fund consisting primarily of certain mortgage loans, pursuant to the
Pooling and Servicing Agreement, dated as of February 24, 2000 (the "Pooling and
Servicing Agreement"), among the Company as depositor, ABN AMRO Mortgage Group,
Inc., as servicer (the "Servicer"), and Chase Bank of Texas, National
Association as trustee (the "Trustee"). The Company has filed with the
Securities and Exchange Commission (the "Commission") registration statement
(No. 333-85443) on Form S-3 for the registration under the Securities Act of
1933, as amended (the "Act"), of Mortgage Pass-Through Certificates (issuable
in series), including the Certificates, which registration statement was
declared effective on October 12, 1999. The Company has filed with the
Commission pursuant to Rule 424(b) under the rules and regulations of the
Commission under the Act (the "1933 Act Regulations") a supplement, dated
February 18, 2000 (the "Prospectus Supplement"), to the prospectus, dated
October 12, 1999 (the "Basic Prospectus"), relating to the Certificates and the
method of distribution thereof. Such registration statement (No. 333-85443)
including exhibits thereto and any information incorporated therein by reference
is hereinafter called the "Registration Statement"; the Basic Prospectus and the
Prospectus Supplement and any information incorporated therein by reference,
together with any amendment thereof or supplement thereto authorized by the
Company, are hereinafter called the "Prospectus."
<PAGE>
February 24, 2000
Page 2
We have examined the Registration Statement, the Pooling and Servicing
Agreement, the Prospectus and such other documents as we have deemed necessary
or advisable for purposes of rendering this opinion. Additionally, our advice
has formed the basis for the description of the selected Federal income tax
consequences of the purchase, ownership and disposition of the Certificates to
an original purchaser that appears under the heading "Federal Income Tax
Consequences" in the Prospectus (the "Tax Description"). Except as otherwise
indicated herein, all terms defined in the Prospectus are used herein as so
defined.
In rendering the opinions set forth below, we have relied without
independent investigation on the opinion letters of Kirk P. Flores, counsel to
the Company, Karen Severn Jackson, counsel to the Servicer, Thomas Godfrey,
counsel to the Trustee and Charles Waters, Jr., counsel to the Trustee, copies
of which are annexed hereto as Schedules 1, 2, 3 and 4, respectively.
The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Federal Income Tax Consequences" in
the Prospectus. No tax rulings will be sought from the IRS with respect to any
of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Depositor, the Servicer and the
Trustee, and the Certificates have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement, and the Certificates are
legally and validly issued, fully paid and nonassessable, and the holders of
such Certificates are entitled to the benefits of such Pooling and Servicing
Agreement.
<PAGE>
February 24, 2000
Page 3
2. The statements in the Prospectus under the headings "ERISA
Considerations" and "Federal Income Tax Consequences" and the statements in the
applicable Prospectus Supplement under the headings "Federal Income Tax
Consequences" and "ERISA Considerations", to the extent that they describe
matters of United States federal income tax law or ERISA or legal conclusions
with respect thereto, have been prepared or reviewed by such counsel and are
accurate in all material respects. There can be no assurance, however, that the
tax conclusions presented therein will not be successfully challenged by the
IRS, or significantly altered by new legislation, changes in IRS positions or
judicial decisions, any of which challenges or alterations may be applied
retroactively with respect to completed transactions.
Very truly yours,
MAYER, BROWN & PLATT
DAC/JVG/LBT/SJT
<PAGE>
SCHEDULE 1
ABN AMRO Kirk P. Flores
Counsel
ABN AMRO North America, Inc.
135 South LaSalle Street
Chicago, Illinois 60674-9135
(312) 904-2014
February 24, 2000
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 2000-1
Ladies and Gentlemen:
I am Senior Counsel of ABN AMRO North America, Inc., an affiliate of ABN AMRO
Mortgage Corporation (the "Company"), and as such, I am familiar with the action
taken by the Company in connection with (i) that certain Underwriting Agreement
(the "Underwriting Agreement") dated as of March 19, 1999 by and among the
Company, Standard Federal Bancorporation, Inc. ("Standard Federal"), Lehman
Brothers, Inc. ("Lehman Brothers") and ABN AMRO Incorporated ("AAI"), (ii) that
certain Terms Agreement (the "Terms Agreement") dated as of February 18, 2000 by
and among the Company, Standard Federal, Lehman Brothers and AAI, (iii) that
certain Purchase Agreement (the "Purchase Agreement") dated as of February 24,
2000 by and among the Company, Standard Federal and Lehman Brothers, and (iv)
the other documents referred to below. Terms used herein without definition
shall have the meanings given such terms in the Underwriting Agreement or the
Purchase Agreement, as the context requires.
My involvement in the above-referenced transaction has been for the limited
purpose of rendering the opinions set forth herein. I have assumed that the
parties to documents requiring execution and delivery, other than the Company,
have the power to enter into and perform all of their respective obligations
thereunder, and I have also assumed the due authorization by, and the due
execution and
<PAGE>
Mayer, Brown & Platt
February 24, 2000
Page 2
delivery of, such documents by each such party. When used in this opinion, the
term "to my knowledge" means that I have not made any independent investigation,
examination or inquiry to determine the existence or absence of any facts (and
have not caused the review of any court files or indices) with respect to the
statements qualified thereby, but I have no actual knowledge of any facts or
circumstances that would make such statements inaccurate, incomplete or untrue.
Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:
1. The Company is validly existing as a corporation in good standing under the
laws of the State of Delaware.
2. The execution and delivery by the Company of the Underwriting Agreement, the
Terms Agreement, the Purchase Agreement and applicable Pooling and Servicing
Agreement and the signing of the Registration Statement (as defined in the
Underwriting Agreement) by the Company are within the corporate power of the
Company, and have been duly authorized by all necessary corporate action on the
part of the Company, and the Underwriting Agreement, the Terms Agreement, the
Purchase Agreement and applicable Pooling and Servicing Agreement have been
duly executed and delivered by the Company and each is a valid and binding
obligation of the Company.
3. To my knowledge, neither the issue and sale of the Certificates (as defined
in the Underwriting Agreement) or the Purchased Certificates (as defined in the
Purchase Agreement) nor the consummation of the transactions contemplated herein
or therein nor the fulfillment of the terms hereof or thereof will conflict with
or constitute a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company pursuant to,
any contract, indenture, mortgage, or other instrument to which the Company is a
party or by which it may be bound of which I am aware, other than the lien or
liens created by the applicable Pooling and Servicing Agreement, nor will such
action result in any violation of the provisions of the certificate of
incorporation or by-laws of the Company or any federal banking statute, rule or
regulation to which the Company is subject or by which it is bound or any writ,
injunction or decree of any court, governmental authority or regulatory body to
which it is subject or by which it is bound of which I am aware.
4. To my knowledge, other than as may be set forth or contemplated in the
Prospectus, there is no action, suit or proceeding of which I am aware before or
by any court or governmental agency or body, domestic or foreign, now pending
or, to the best of my knowledge, threatened against the Company which might
result in any material adverse change in the financial condition, earnings,
affairs or business
<PAGE>
Mayer, Brown & Platt
February 24, 2000
Page 3
of the Company, or which might materially and adversely affect the properties or
assets thereof or might materially and adversely affect the performance by the
Company of its obligations under, or the validity or enforceability of, the
Certificates, the Purchased Certificates, the Underwriting Agreement, the
Purchase Agreement or the Pooling and Servicing Agreement, or which is required
to be disclosed in the Registration Statement (as defined in the Underwriting
Agreement).
I am a member of the bar of the State of Illinois and, with the exception of the
opinions expressed in paragraph 1 (as to which I have relied on certificates
issued by the Secretary of State of Delaware), do not express any opinion with
respect to the laws of any jurisdiction other than the State of Illinois and the
Federal Law of the United States of America. Nothing herein expresses any
opinion with respect to state and federal securities laws, including the
Securities Act of 1933 or the Illinois Securities Law of 1953.
You are hereby authorized to furnish copies of this opinion to Lehman Brothers,
Inc. and ABN AMRO Incorporated, which shall be entitled to rely on said opinion
as if the same were addressed to them. This opinion is solely for your benefit
and that of Lehman Brothers, Inc. and ABN AMRO Incorporated, and may not be
relied upon, nor may copies be delivered to, any other person without the
written consent of the undersigned.
Sincerely,
/s/ Kirk P. Flores
Kirk P. Flores
KPF:mc
<PAGE>
SCHEDULE 2
ABN AMRO Mortgage Group, Inc. Karen Severn Jackson
Vice President and Associate Counsel
777 East Eisenhower Parkway, Suite 700
Ann Arbor, Michigan 48108
(800) 542-9512
February 24, 2000
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285
ABN AMRO Incorporated
208 South LaSalle Street
Chicago, Illinois 60602
Re: ABN AMRO Mortgage Corporation, Inc., Purchase of Mortgage Loans 2000-1
Ladies and Gentlemen:
As Vice President and Associate Counsel of ABN AMRO Mortgage Group, Inc.,
a Delaware corporation ("AAMG"), I have acted as counsel to AAMG in connection
with the sale of Mortgage Loans by AAMG (in such capacity, the "Seller") to ABN
AMRO Mortgage Corporation ("Purchaser") pursuant to a Mortgage Loan Purchase
Agreement, dated as of February 24, 2000, (the "Purchase Agreement"), between
the Purchaser and AAMG, and as counsel to AAMG in connection with that certain
Pooling and Servicing Agreement dated as of February 1, 2000, (the "Pooling and
Servicing Agreement") by and among AAMG as Servicer (in such capacity, the
"Servicer"), ABN AMRO Mortgage Corporation as depositor, and Chase Bank of
Texas, National Association as trustee. The Purchase Agreement and the Pooling
and Servicing Agreement shall hereinafter be referred to together as the
"Agreements". All capitalized terms not otherwise defined herein have the
meanings given them in the Agreements.
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
February 24, 2000
Page 2
In rendering the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
the charter and by-laws of AAMG, the Agreements and such corporate records,
agreements or other instruments of AAMG, and such certificates, records and
other documents, agreements and instruments, including, among other things,
certain documents delivered on the Closing Date, as I have deemed necessary and
proper as the basis for my opinions. In connection with such examination, I have
assumed the genuineness of all signatures, the authenticity of all documents,
agreements and instruments submitted to me as originals, the conformity to
original documents, agreements and instruments of all documents, agreements and
instruments submitted to me as copies or specimens, the authenticity of the
originals of such documents, agreements and instruments submitted to us as
copies or specimens, the conformity to executed original documents of all
documents submitted to me in draft and the accuracy of the matters set forth in
the documents we reviewed. I have also assumed that all documents, agreements
and instruments have been duly authorized, executed and delivered by all parties
thereto, other than AAMG. As to any facts material to such opinions that I did
not independently establish or verify, I have relied upon statements and
representations of officers and other representatives of AAMG as I have deemed
necessary and proper as the basis for my opinions, including, among other
things, the representations and warranties of Seller in the Purchase Agreement
and Servicer in the Pooling and Servicing Agreement.
Based upon the foregoing, I am of the opinion that:
1. AAMG is a corporation, duly organized, validly existing and in good
standing under the laws of the State of Delaware and either is not required to
be qualified to do business under the laws of any states where such
qualification is necessary to transact the business contemplated by the
Agreements, or is qualified to do business under the laws of any states where
such qualification is necessary to transact the business contemplated by the
Agreements, and AAMG is duly authorized and has full corporate power and
authority to transact the business contemplated by the Agreements.
2. The Purchase Agreement has been duly authorized, executed and delivered
by AAMG and is a legal, valid and binding obligation of and is enforceable
against AAMG in accordance with its terms, except that the enforceability
thereof may be subject to (A) bankruptcy, insolvency, receivership,
conservatorship, reorganization, moratorium or other laws, now or hereafter in
effect, relating to creditors' rights generally or the right of creditors of
federal savings banks, (B) general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law), and (C)
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
February 24, 2000
Page 3
limitations of public policy under applicable securities laws as to rights of
indemnity and contribution under the Purchase Agreement.
3. No consent, approval, authorization or order of any court or
supervisory, regulatory, administrative or governmental agency or body is
required for the execution, delivery and performance by AAMG of or compliance by
AAMG with the Purchase Agreement, the sale of the Mortgage Loans or the
consummation of the transactions contemplated by the Purchase Agreement.
4. Neither the execution and delivery by AAMG of the Purchase Agreement,
nor the consummation by AAMG of the transactions contemplated therein, nor the
compliance by AAMG with the provisions thereof, will conflict with or result in
a breach of any of the terms, conditions or provisions of AAMG's charter or
by-laws or any agreement or instrument to which AAMG is now a party or by which
it is bound, or constitute a default or result in an acceleration under any of
the foregoing, or result in the violation of any law, rule, regulation, order,
judgment or decree to which AAMG or its property is subject, which, in any of
the above cases, would materially and adversely affect AAMG's ability to perform
its obligations under the Purchase Agreement.
5. There is not an action, suit, proceeding or investigation pending, or,
to the best of my knowledge, threatened against AAMG which, either in any one
instance or in the aggregate, would draw into question the validity of the
Purchase Agreement or the Mortgage Loans or of any action taken or to be taken
in connection with the obligations of AAMG contemplated therein, or which would
be likely to materially impair the ability of AAMG to perform under the terms of
the Purchase Agreement.
6. The execution and delivery by AAMG of the Pooling and Servicing
Agreement is within the corporate power of AAMG and has been duly authorized by
all necessary corporate action on the part of AAMG; and, neither the execution
and delivery of the Pooling and Servicing Agreement nor the consummation of the
transaction provided for therein, nor compliance with the provisions thereof,
will conflict with or constitute a breach of, or default under, any contract,
indenture, mortgage, loan agreement, note, lease, deed of trust, or other
instrument to which AAMG is a party or by which it may be bound, nor will such
action result in any violation of the provisions of the articles of
incorporation or by-laws of AAMG or, any law, administrative regulation or
administrative or court decree of which I am aware.
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
February 24, 2000
Page 4
7. The Pooling and Servicing Agreement has been duly executed and
delivered by AAMG and constitutes a legal, valid and binding obligation of AAMG
enforceable against AAMG in accordance with its terms, except that such
enforceability thereof may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, or the rights of federally chartered thrift institutions and their
subsidiaries, and subject, as to enforceability, to general principles of equity
(regardless whether enforcement is sought in a proceeding in equity or at law).
8. The execution, delivery and performance by AAMG of the Pooling and
Servicing Agreement do not require the consent or approval of, the giving of
notice to, the registration with, or the taking of any other action in respect
of any federal, state or other governmental agency or authority which has not
previously been effected.
9. There is no action, suit or proceeding of which I am aware before or by
any court or governmental agency or body, domestic or foreign, now pending, or
to the best of my knowledge, threatened, against AAMG which might materially and
adversely affect the performance by AAMG under, or the validity or
enforceability of the Pooling and Servicing Agreement.
10. The description of the Servicer in the Prospectus Supplement, dated
February 18, 2000, to the Prospectus dated October 12, 1999, relating to the
Certificates and filed with the Securities and Exchange Commission by ABN AMRO
Mortgage Corporation pursuant to Rule 424(b) under the rules and regulations of
the Securities and Exchanges Commission, is true and correct in all material
respects.
The Opinions expressed herein are limited to matters of federal and
Michigan law and do not purport to cover any matters as to which laws of any
other jurisdiction are applicable. Except as expressly provided herein, this
opinion is being furnished to the addressees hereof solely for their benefit
<PAGE>
ABN AMRO Mortgage Corporation
Lehman Brothers Inc.
ABN AMRO Incorporated
February 24, 2000
Page 5
in connection with the transactions contemplated in the Agreements, and it is
not to be used, circulated, quoted or otherwise referred to for any purpose
without my express written consent.
Sincerely,
ABN AMRO Mortgage Group, Inc.
By: /s/ Karen Severn Jackson
------------------------------
Karen Severn Jackson
Its: Vice President and
Associate Counsel
KSJ/amc
<PAGE>
SCHEDULE 3
The Chase Manhattan Bank Thomas F. Godfrey
270 Park Avenue, 41st Floor Vice President and
New York, NY 10017-2070 Assistant General Counsel
Tel 212-270-6949 Legal Department
February 24, 2000
ABN AMRO Incorporated
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, IL 60602
ABN AMRO Mortgage Group, Inc.
2600 West Big Beaver Road
Troy, MI 48084
Fitch IBCA, Inc.
One State Street Plaza, 30th Floor
New York, NY 10004
Lehman Brothers Inc.
Three World Financial Center
New York, NY 10285
Standard & Poor's Corporation
55 Water Street
New York, NY 10014
Re: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 2000-1
(the "Certificates")
Ladies and Gentlemen:
<PAGE>
ABN AMRO Incorporated et al. Page 2
I am a Vice President and Assistant General Counsel of The Chase Manhattan
Bank ("Chase") and, as such, have reviewed the Pooling and Servicing Agreement
dated as of February 1, 2000 (the "Agreement") among ABN AMRO Mortgage
Corporation, ABN AMRO Mortgage Group, Inc., and Chase Bank of Texas, National
Association, an affiliate of Chase, as trustee (the "Trustee").
In rendering this opinion, I have also reviewed such corporate records,
agreements, certificates, opinions and other documents, and such provisions of
law, as I have deemed relevant and appropriate as a basis for the opinions
hereinafter expressed. In such review I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity to the original documents of all documents submitted to me as
copies. In making my examination of any documents, I have assumed that all
parties to such documents other than the Trustee had the corporate power and
authority to enter into and to perform all obligations thereunder, and as to
such parties, I have also assumed the due authorization by all requisite
corporate action and the due execution and delivery of such documents and the
validity and binding effect thereof. I have relied as to matters of fact upon
statements of officers of the Trustee and others without any independent
investigation or verification thereof.
Based on the foregoing review, and subject to the qualifications expressed
herein, I am of the opinion that the Agreement is a valid and legally binding
obligation of the Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and transfer, and similar laws affecting creditors' rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
I am admitted to practice law only in the State of New York and the
opinions expressed above are limited to the laws of the State of New York.
This opinion letter is limited to the matters expressly set forth herein,
and no opinion is implied or may be inferred beyond such matters. I am
furnishing this opinion to you solely for your benefit in connection with the
Agreement, and no other person is entitled to rely hereon. This opinion may not
be used, circulated, quoted or otherwise referred to for any other purpose
without my prior written consent.
Very truly yours,
/s/ Thomas F. Godfrey
Thomas F. Godfrey
Vice President and
Assistant General Counsel
<PAGE>
SCHEDULE 4
Charles H. Waters, Jr.
Attorney at Law
Chase Tower
600 Travis Street, Suite 1150
Houston, TX 77002
Mailing Address: Telephone: (713) 216-8507
P.O. Box 4717 Telecopier: (713) 577-5200
Houston, Texas 77210-4717 E-mail: [email protected]
February 24, 2000
To the Addressees Listed on Exhibit A hereto.
Re: ABN AMRO Mortgage Corporation
Series 2000-1 Multi-Class Mortgage Pass-Through Certificates
(the "Series 2000-1 Certificates")
Ladies and Gentlemen:
I have acted as counsel to Chase Bank of Texas, National Association, a
national banking association, in its capacity as trustee (the "Trustee"), in
connection with the issuance of the referenced Series 2000-1 Certificates,
issued pursuant to a Pooling and Servicing Agreement dated as of February 1,
2000 (the "Agreement"), by and among ABN AMRO Mortgage Corporation, as
Depositor, ABN AMRO Mortgage Group, Inc., as Servicer, and the Trustee. In
connection therewith, I have reviewed the Agreement, the articles of
association, bylaws and resolutions of the Board of Directors of the Trustee,
and such other documents as I have deemed necessary or advisable as a basis for
the opinions herein expressed.
In my examination, I have assumed the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the accuracy of the statements
contained in such documents.
<PAGE>
ABN AMRO Mortgage Corporation, et al.
February 24, 2000
Page 2
Based upon the foregoing and subject to the qualifications set out herein,
under applicable law of the State of Texas and the United States of America in
force and effect as of the date hereof, I am of the opinion that:
1. The Trustee is duly organized, validly existing and in good standing as
a national banking association having the powers of a trust company, with full
corporate and other power and authority to conduct its business and affairs as a
trustee.
2. The Trustee has duly accepted the office of trustee under the
Agreement.
3. The Trustee has full right, power and authority to execute and deliver
the Agreement as trustee, to perform its obligations thereunder and to
consummate all of the transactions contemplated by the Agreement.
4. The Trustee has duly authorized, executed and delivered the Agreement.
5. The execution and delivery of the Agreement by the Trustee, and its
performance of and compliance with the terms of the Agreement, will not violate
the Trustee's charter or bylaws and will not constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which
the Trustee is a party or which is applicable to any of its assets.
6. The Trustee is not in violation of, and its execution and delivery of
the Agreement and its performance of and compliance with the terms thereof, will
not conflict with or constitute a violation of, any law, any order or decree of
any court or arbiter, or any order, regulation or demand of any federal, state
or local governmental or regulatory authority, which violation would materially
and adversely affect either the ability of the Trustee to perform its
obligations under the Agreement or the financial condition of the Trustee.
7. No litigation is pending or, to the best knowledge of the undersigned,
threatened against the Trustee which would prohibit the Trustee from entering
into the Agreement or which would materially and adversely affect either the
ability of the Trustee to perform its obligations under the Agreement or the
financial condition of the Trustee.
<PAGE>
ABN AMRO Mortgage Corporation, et al.
February 24, 2000
Page 3
8. No consent, approval or authorization of, or registration, declaration
or filing with, any court or governmental agency or body having jurisdiction
over the Trustee is required for the execution, delivery or performance by the
Trustee of its obligations under the Agreement.
9. The Series 2000-1 Certificates have been duly and validly executed,
authenticated and delivered by the Trustee in accordance with the Agreement.
I express no opinion with respect to the applicability or effect of any
state or federal securities laws or of any federal, state or local tax laws. I
am a member of the Texas Bar only and express no opinion on the laws of any
jurisdiction other than the State of Texas and, to the extent applicable, the
United States of America.
Very truly yours,
/s/ Charles H. Waters, Jr.
Charles H. Waters, Jr.
<PAGE>
Re: ABN AMRO Mortgage Corporation
Series 2000-1 Mortgage Pass-Through Certificates
Exhibit A to Opinion of Charles H. Waters, Jr.
Addresses of Opinion
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
ABN AMRO Mortgage Group, Inc.
2600 West Big Beaver Road
Troy, Michigan 48084
Standard & Poor's, a
Division of The McGraw-Hill Companies, Inc.
55 Water Street, 41st Floor
New York, New York 10041-0003
Fitch IBCA, Inc.
One State Street Plaza, 32nd Floor
New York, New York 10004
Thacher Proffitt & Wood
2 World Trade Center, 40th Floor
New York, New York 10048
Chase Bank of Texas, National
Association, as Trustee
600 Travis Street, 10th Floor
Houston, Texas 77002
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285-1200
ABN AMRO Incorporated
181 West Madison Street, Suite 3250
Chicago, Illinois 60602
