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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) February 24,1999
Morgan Stanley Capital I Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-62911 13-9291626
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1585 Broadway, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 296-7000
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
The Registrant files the exhibits described in Item 7(c) below and
incorporates such exhibits by reference into its Registration Statement on Form
S-3 (Registration No. 333-62911).
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
5.4 Opinion of Sidley & Austin with respect to the Certificates.
8.4 Opinion of Sidley & Austin with respect to certain tax matters.
23.4 Consent of Sidley & Austin (included in Exhibits 5.4 and 8.4)
</TABLE>
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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.
Date: February 24, 1999
MORGAN STANLEY CAPITAL I INC.
By: /s/ Russell A. Rahbany
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Name: Russell A. Rahbany
Title: Vice President
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EXHIBIT INDEX
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Item No. of Item 601
Exhibit No. Regulation S-K Description Page No.
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<S> <C> <C> <C>
5.4 5 Opinion of Sidley & Austin with respect to the Certificates.
8.4 8 Opinion of Sidley & Austin with respect to certain tax matters.
23.4 23 Consent of Sidley & Austin (included in Exhibits 5.4 and 8.4)
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EXHIBIT 5.4
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[Letterhead of Sidley & Austin]
(212) 906-2000
February 24, 1999
Morgan Stanley Capital I Inc.
1585 Broadway, 37th Floor
New York, New York 10036
Re: Morgan Stanley Capital I Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Morgan Stanley Capital I Inc., a
Delaware corporation (the "Registrant"), in connection with the proposed
issuance of mortgage pass-through certificates (the "Certificates") in one or
more series (each a "Series") at the direction of the Registrant as described in
its Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") on September 4, 1998.
The Registration Statement relates to the registration under the Securities Act
of 1933, as amended (the "Act"), of Certificates that will evidence interests in
trust funds as described in the Registration Statement. The Certificates are
issuable in Series under separate pooling and servicing agreements (the "Pooling
and Servicing Agreements") among the Registrant, the servicer or master
servicer named therein, the special servicer (if any) named therein and the
trustee named therein or separate trust agreements between the Registrant and
the trustee named therein (such trust agreements, together with the Pooling and
Servicing Agreements, the "Agreements"). The Certificates of each Series are to
be sold as described in the Registration Statement, in any amendment thereto,
and in the prospectus and prospectus supplement relating to such Series (the
"Prospectus" and "Prospectus Supplement", respectively).
In this connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we deemed necessary for the purposes of this
opinion. In our examination, we have assumed the following: (a) the genuineness
of all signatures; (b) the legal capacity of natural persons; (c) the
authenticity of all documents submitted to us as originals; (d) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents; and
(e) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates
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that we have reviewed. As to any facts material to the opinions expressed herein
which were not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
In rendering this opinion, we have assumed that each Agreement with
respect to each Series of Certificates is executed and delivered substantially
in the form included as Exhibit 4.1 to the Registration Statement and that the
transactions contemplated to occur under the Registration Statement and such
Agreement with respect to such Series of Certificates in fact occur in
accordance with the terms thereof.
Based upon and subject to the foregoing, we are of the opinion that
when
(i) the issuance and principal terms of each Series of Certificates
have been duly authorized by appropriate corporate action by the
Registrant,
(ii) (a) each party to each Agreement with respect to such Series
of Certificates possesses the power and authority to enter into and
perform all of such party's obligations thereunder, (b) each such
Agreement has been duly authorized by all necessary action, executed and
delivered and (c) each such Agreement constitutes the valid and binding
obligation of each party thereto, enforceable against such party in
accordance with its terms, and
(iii) the Certificates of such Series have been duly executed,
authenticated and delivered in accordance with the terms and conditions of
each Agreement relating to such Series and sold in the manner described in
the Registration Statement, in any amendment thereto and in the Prospectus
and Prospectus Supplement relating thereto
the Certificates of such Series will be legally and validly issued and
outstanding, fully paid and non-assessable and the holders of such Certificates
will be entitled to the benefits of each such Agreement as provided therein.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the use of our name under the heading
"Legal Matters" in the Prospectus and the Prospectus Supplement relating to each
Series of Certificates with respect to which we act as special counsel to the
Registrant. In giving such consent, we do not consider that we are "experts",
within the meaning of the term as used in the Act or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
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We express no opinion as to any laws other than the law of the State
of New York and the federal law of the United States of America, nor do we
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed above.
Very truly yours,
SIDLEY & AUSTIN
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EXHIBIT 8.4
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[LETTERHEAD OF SIDLEY & AUSTIN]
(212) 906-2000
February 24, 1999
Morgan Stanley Capital I Inc.
1585 Broadway, 37th Floor
New York, New York 10036
Re: Morgan Stanley Capital I Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special federal tax counsel to Morgan Stanley
Capital I Inc., a Delaware corporation (the "Registrant"), in connection with
the proposed issuance of mortgage pass-through certificates (the "Certificates")
in one or more series (each a "Series") at the direction of the Registrant as
described in its Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
on September 4, 1998. The Registration Statement relates to the registration
under the Securities Act of 1933, as amended (the "Act"), of Certificates that
will evidence interests in trust funds as described in the Registration
Statement. The Certificates are issuable in Series under separate pooling and
servicing agreements (the "Pooling and Servicing Agreements") among the
Registrant, the master servicer named therein, the special servicer (if any)
named therein and the trustee named therein or separate trust agreements between
the Registrant and the trustee named therein (such trust agreements, together
with the Pooling and Servicing Agreements, the "Agreements"). The Certificates
of each Series are to be sold as described in the Registration Statement, in any
amendment thereto, and in the prospectus and prospectus supplement relating to
such Series (the "Prospectus" and "Prospectus Supplement", respectively).
In that connection, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion. In our examination, we have assumed the following: (a) the
genuineness of all signatures; (b) the legal capacity of natural persons; (c)
the authenticity of all documents submitted to us as originals; (d) the
conformity to original
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documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents; and (e) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates that we have
reviewed. As to any facts material to the opinions expressed herein which were
not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
In addition, we have assumed that each Agreement with respect to
each Series of Certificates is executed and delivered in substantially the form
included as Exhibit 4.1 to the Registration Statement and that the transactions
contemplated to occur under the Registration Statement and such Agreement in
fact occur in accordance with the terms thereof.
Based upon and subject to the foregoing, we are of the opinion that,
with respect to each Series of Certificates with respect to which we act as
special federal tax counsel to the Registrant, the description set forth under
the caption "Certain Federal Income Tax Consequences" in the Prospectus included
as part of the Registration Statement, as modified or supplemented by any
description of federal income tax consequences set forth in the Prospectus
Supplement specifically relating to such Series, to the extent that it
constitutes matters of law or legal conclusions, correctly describes the
material aspects of the federal income tax treatment of an investment in the
Certificates of such Series.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the use of our name under the heading
"Certain Federal Income Tax Consequences" in the Prospectus and Prospectus
Supplement relating to each Series of Certificates with respect to which we act
as special federal tax counsel to the Registrant. In giving such consent, we do
not consider that we are "experts", within the meaning of the term as used in
the Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
We express no opinion as to the laws of any jurisdiction other than
the federal laws of the United States of America, nor do we express any opinion,
either implicitly or otherwise, on any issue not expressly addressed above.
Very truly yours,
SIDLEY & AUSTIN
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