RESIDENTIAL FUNDING MORTGAGE SECURITIES I INC
8-K, 1998-10-23
ASSET-BACKED SECURITIES
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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 23, 1998

Residential Funding Mortgage Securities I, Inc. (as company under a Pooling and
Servicing Agreement dated as of October 1, 1998 providing for, inter alia, the
issuance of Mortgage Pass- Through Certificates, Series 1998-S25)

                 RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
                 -----------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      DELAWARE                     333-57481                75-2006294
      ----------------------------------------------------------------
  (STATE OR OTHER JURISDICTION     (COMMISSION            (I.R.S. EMPLOYER
    OF INCORPORATION)                FILE NUMBER)           IDENTIFICATION NO.)

          8400 NORMANDALE LAKE BLVD., SUITE 600, MINNEAPOLIS, MN 55437
          ------------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (612) 832-7000

                  ---------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


                         Exhibit Index Located on Page 5


<PAGE>


         Item 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
                    EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         5.1     Opinion of Stroock & Stroock & Lavan LLP as to legality of the
                 securities registered.

          8.1    Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
                 matters (included in Exhibit 5.1).

         23.2    Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1).



<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 thereunto duly authorized.


                                     RESIDENTIAL FUNDING MORTGAGE
                                     SECURITIES I, INC.


                                     By:  /S/ RANDY VAN ZEE
                                          -----------------
                                     Name:   Randy Van Zee
                                     Title:  Vice President

Dated:  October 23, 1998



<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                                              PAGE

5.1    Opinion of Stroock & Stroock & Lavan LLP as to legality of the securities
       registered.

8.1    Opinion of Stroock & Stroock & Lavan LLP regarding certain tax matters
       (included in Exhibit 5.1).

23.2   Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).










                                                              Exhibit 5.1

                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                          New York, New York 10038-4982

October 23, 1998


Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota  55437

Re:      Residential Funding Mortgage Securities I, Inc.
         Registration Statement on Form S-3
         (NO. 333-57481)                                     


Ladies and Gentlemen:

We have acted as counsel for Residential Funding Mortgage Securities I, Inc., a
Delaware corporation (the "Company"), in connection with the authorization and
issuance from time to time in one or more series of Mortgage Pass-Through
Certificates (collectively, the "Certificates"). A Registration Statement S-3
relating to the Certificates (No. 333-57481) (the "Registration Statement") has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), and was declared effective on June
23, 1998. As set forth in the Registration Statement, separate Trusts (each, a
"Trust") will be established pursuant to the conditions of a separate pooling
and servicing agreement (each, a "Pooling and Servicing Agreement") and each
Trust will issue Certificates pursuant to the respective Pooling and Servicing
Agreement.

We have examined original or reproduced or certified copies of the Certificate
of Incorporation and By-laws of the Company, each as amended to date, records of
actions taken by the Company's Board of Directors, a form of Pooling and
Servicing Agreement, forms of Certificates, the prospectus and form of
prospectus supplement relating to Mortgage Pass- Through Certificates. We also
have examined such other documents, papers, statutes and authorities as we deem
necessary as a basis for the opinions hereinafter set forth. In our examination
of such material, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us as certified or
reproduced copies. As to various matters material to such opinions, we have
relied upon the representations and warranties in the form of Pooling and
Servicing Agreement and statements and certificates of officers and
representatives of the Company and others.


<PAGE>


Based upon the foregoing, we are of the opinion that:

     1. When a Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the parties thereto, it will constitute a
legal, valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms.

     2. When a series of Certificates has been duly and validly authorized by
all necessary action on the part of the Company (subject to the terms thereof
being otherwise in compliance with applicable law at such time) and when
executed as specified in, and delivered pursuant to, a Pooling and Servicing
Agreement and when sold as described in the Registration Statement, they will be
validly issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.

     3. The information in the Prospectus under the caption "Federal Income Tax
Consequences," and in the form of prospectus supplement forming a part of the
Prospectus under the caption "Federal Income Tax Consequences," to the extent
that it constitutes matters of law or legal conclusions, is correct with respect
to the material Federal income tax consequences of an investment in the
Certificates.

In rendering the foregoing opinions, we express no opinion as to laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinions expressed in paragraphs 1 and 2 are subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and we express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in each Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Securities
under the securities or blue sky laws of any state or jurisdiction. In giving
such permission, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the General Rules and Regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,



/s/ Stroock & Stroock & Lavan LLP


STROOCK & STROOCK & LAVAN LLP





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