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: April 25, 2000
(Date of earliest event reported)
Commission File No.: 333-68951
GE Capital Mortgage Services, Inc.
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New Jersey 21-0627285
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(States of Incorporation) (I.R.S. Employer Identification Nos.)
Three Executive Campus
Cherry Hill, New Jersey 08002
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Addresses of principal executive offices (Zip Codes)
(856) 661-6100
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Registrants' Telephone Numbers, including area code
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(Former names, former addresses and former fiscal years,
if changed since last report)
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ITEM 5. Other Events
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Attached as Exhibits 5.1 and 23.1 to this Current Report is a legal
opinion and related consent of the Vice President and General Counsel of the
Registrant with respect to the due authorization by the Registrant of certain
documents and actions in connection with the issuance of REMIC Mortgage
Pass-Through Certificates, Series 2000-5 (the "Certificates") by GE Capital
Mortgage Services, Inc. 2000-5 Trust. The public offering of certain classes of
the Certificates has been registered pursuant to the Securities Act of 1933
under a Registration Statement on Form S-3 (file nos. 333-68951 and
333-68951-01) (the "Registration Statement") filed with the Securities and
Exchange Commission by the Registrant and GE Capital Mortgage Funding
Corporation.
The Registrant hereby incorporates such legal opinion and consent by
reference as additional Exhibits to the Registration Statement, insofar as the
Registration Statement pertains to the public offering of certain classes of the
Certificates.
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ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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5.1 Opinion of Thomas F. Kleissler, Vice President and General
Counsel of GE Capital Mortgage Services, Inc. regarding due
authorization by the Registrant.
23.1 Consent of Thomas F. Kleissler, Vice President and General
Counsel of GE Capital Mortgage Services, Inc. (included as part
of Exhibit 5.1).
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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.
GE CAPITAL MORTGAGE SERVICES, INC.
April 25, 2000
By: /s/ Al Gentile
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Name: Al Gentile
Title: Designated Officer
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INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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5.1 Opinion of Thomas F. Kleissler,
Vice President and General Counsel
of GE Capital Mortgage Services, Inc. E
regarding due authorization by the
Registrant.
23.1 Consent of Thomas F. Kleissler,
Vice President and General Counsel
of GE Capital Mortgage Services, Inc. E
(included as part of Exhibit 5.1).
April 25, 2000
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Services, Inc. 2000-5 Trust
REMIC Mortgage Pass-Through Certificates, Series 2000-5
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Ladies and Gentlemen:
I am Vice President and General Counsel of GE Capital Mortgage
Services, Inc., a New Jersey corporation ("GECMSI"), and, in such capacity, I
am familiar with (i) the preparation and filing with the Securities and
Exchange Commission (the "Commission") pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Act"), of the registration statement
on Form S-3 (File Nos. 333-68951 and 333-68951-01) as amended to the date
hereof (the "Registration Statement"), by GECMSI and GE Capital Mortgage
Funding Corporation relating to the registration of $15,000,000,000 aggregate
principal in respect of mortgage pass-through certificates issuable in
series; (ii) the proposed issuance of REMIC Mortgage Pass-Through
Certificates, Series 2000-5 (the "Certificates") by GE Capital Mortgage
Services, Inc. 2000-5 Trust under a Pooling and Servicing Agreement, dated as
of April 1, 2000 (the "Pooling and Servicing Agreement"), between GECMSI and
State Street Bank and Trust Company, as trustee, and (iii) the sale of
certain classes of the Certificates (the "Offered Certificates") by GECMSI to
Goldman, Sachs & Co. ("Goldman") (the "Underwriter") pursuant to an
underwriting agreement dated the date hereof, as amended and supplemented by a
terms agreement dated the date hereof (together, the "Underwriting
Agreement") for public offer and resale by the Underwriter pursuant to a
Prospectus Supplement dated the date hereof to the Prospectus dated January
25, 2000, relating to the Registration Statement.
In arriving at the opinions expressed below, I have examined and
relied on the originals or copies certified or otherwise identified to my
satisfaction of all such documents, agreements and instruments, such
corporate records of GECMSI and such other instruments and other certificates
of public officials, officers and representatives GECMSI and such other
persons and I have made such investigations of law as I have deemed
appropriate as a basis for the opinions expressed below. In rendering the
opinions expressed below, I have assumed and have not verified that the
signatures on all documents that I have examined are genuine, and have
assumed and not verified the accuracy as to factual matters of each document
I have reviewed.
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GE Capital Mortgage Services, Inc., p. 2
Based on the foregoing, it is my opinion that (i) the execution,
delivery and performance by GECMSI of the Pooling and Servicing Agreement,
(ii) the issuance of the Certificates pursuant to the Pooling and Servicing
Agreement and (iii) the sale of the Offered Certificates by GECMSI pursuant
to the Underwriting Agreement have been duly authorized by GECMSI.
In giving the foregoing opinions, I express no opinion as to the
laws of any jurisdiction other than the laws of the State of New Jersey.
I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement without admitting that I am an "expert" within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this Exhibit.
Very truly yours,
/s/ Thomas F. Kleissler
Thomas F. Kleissler
