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: January 7, 2000
(Date of earliest event reported)
Commission File Nos.: 333-68951
333-68951-01
GE Capital Mortgage Services, Inc.
GE Capital Mortgage Funding Corporation
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New Jersey 21-0627285
Delaware 52-2134173
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(States of Incorporation) (I.R.S. Employer Identification Nos.)
Three Executive Campus
Cherry Hill, New Jersey 08002
Three Executive Campus, Suite W. 602
Cherry Hill, New Jersey 08002
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Addresses of principal executive offices (Zip Codes)
(609) 661-6100
(609) 661-5881
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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)
<PAGE>
ITEM 5. Other Events
------------
GE Capital Mortgage Services, Inc. and GE Capital Mortgage Funding
Corporation (the "Registrants") are filing opinions as to the legality of the
securities being offered and as to tax matters with the Securities and Exchange
Commission as exhibits to the Registrants' Registration Statement on Form S-3
(File Nos. 333-68951 and 333-68951-01).
<PAGE>
ITEM 7. Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-5.1) Opinion of Cadwalader,
Wickersham & Taft as to
legality.
(EX-8.1) Opinion of Cadwalader,
Wickersham & Taft as to tax
matters.
(EX-23.1) Consent of Cadwalader,
Wickersham & Taft (included as
part of Exhibit 5.1 and 8.1).
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the co-registrants have duly caused this report to be signed on their behalf by
the undersigned hereunto duly authorized.
GE CAPITAL MORTGAGE SERVICES, INC.
January 7, 2000
By: /s/ Al Gentile
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Name: Al Gentile
Title: Designated Officer
GE CAPITAL MORTGAGE FUNDING
CORPORATION
January 7, 2000
By: /s/ Charles E. Rhodes
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Name: Charles E. Rhodes
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
-----------------
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
5.1 Opinion of Cadwalader, Wickersham E
& Taft as to legality.
8.1 Opinion of Cadwalader, Wickersham & E
Taft as to tax matters.
23.1 Consent of Cadwalader, Wickersham &
Taft (included as part of Exhibit 5.1 and 8.1). E
[Cadwalader, Wickersham & Taft Letterhead]
January 7, 2000
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
GE Capital Mortgage Funding Corporation
Three Executive Campus, Suite W. 602
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Services, Inc.
GE Capital Mortgage Funding Corporation
Registration Statement on Form S-3 (Nos. 333-68951 and
333-68951-01)
Ladies and Gentlemen:
You have requested our opinion in connection with the registration
statement filed with the Securities and Exchange Commission (the "Commission")
on December 15, 1998, as amended to the date hereof (the registration statement,
as so amended, the "Registration Statement"), pursuant to the Securities Act of
1933, as amended (the "Act"). The Registration Statement covers Mortgage
Pass-Through Certificates ("Certificates") to be sold by GE Capital Mortgage
Services, Inc. or GE Capital Mortgage Funding Corporation (the "Registrants") in
one or more series (each, a "Series") of Certificates. Each Series of
Certificates will be issued under a separate pooling and servicing agreement
(each, a "Pooling and Servicing Agreement") among one of the Registrants, a
trustee to be identified in the Prospectus Supplement for such Series of
Certificates and a servicer or a master servicer to be identified in the
Prospectus Supplement for such Series of Certificates. Forms of Pooling and
Servicing Agreements are exhibits to the Registration Statement or incorporated
by reference from exhibits to the Registrants' previous registration statements.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Statement.
We have examined originals or copies certified or otherwise identified to
our satisfaction of such documents and records of the Registrants, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by one of the Registrants, a trustee and a servicer or
master servicer, such Pooling and Servicing Agreement will
constitute a valid and legally binding agreement of such
Registrant, enforceable against such Registrant in accordance
with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting the enforcement
of rights of creditors generally and to general principles of
equity and the discretion of the court (regardless of whether
enforceability is considered in a proceeding in equity or at
law); and
2. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by one of the Registrants, a trustee and a servicer or
master servicer, and the Certificates of such Series have been
duly executed, authenticated, delivered and sold as contemplated
in the Registration Statement, such Certificates will be legally
and validly issued, fully paid and nonassessable, and the holders
of such Certificates will be entitled to the benefits of such
Pooling and Servicing Agreement.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus and Prospectus Supplements forming a part of
the Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
[Cadwalader, Wickersham & Taft Letterhead]
January 7, 2000
GE Capital Mortgage Services, Inc.
Three Executive Campus
Cherry Hill, New Jersey 08002
GE Capital Mortgage Funding Corporation
Three Executive Campus, Suite W. 602
Cherry Hill, New Jersey 08002
Re: GE Capital Mortgage Services, Inc.
GE Capital Mortgage Funding Corporation
Registration Statement on Form S-3 (Nos. 333-68951 and 333-68951-01)
Ladies and Gentlemen:
You have requested our opinion in connection with the registration
statement filed with the Securities and Exchange Commission (the "Commission")
on December 15, 1998, as amended to the date hereof (the registration statement,
as so amended, the "Registration Statement"), pursuant to the Securities Act of
1933, as amended (the "Act"). The Registration Statement covers Mortgage
Pass-Through Certificates ("Certificates") to be sold by GE Capital Mortgage
Services, Inc. or GE Capital Mortgage Funding Corporation (the "Registrants") in
one or more series (each, a "Series") of Certificates. Each Series of
Certificates will be issued under a separate pooling and servicing agreement
(each, a "Pooling and Servicing Agreement") among one of the Registrants, a
trustee to be identified in the Prospectus Supplement for such Series of
Certificates and a servicer or a master servicer to be identified in the
Prospectus Supplement for such Series of Certificates. Forms of Pooling and
Servicing Agreements are exhibits to the Registration Statement or incorporated
by reference from exhibits to the Registrants' previous registration statements.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Registration Statement.
In rendering the opinion set forth below, we have examined and relied upon
the following: (i) the Registration Statement, the Prospectus and the forms of
Prospectus Supplement constituting a part thereof, each substantially in the
form filed with the Commission, (ii) the forms of the Pooling and Servicing
Agreement substantially in the form filed with the Commission and (iii) such
other documents, records and instruments as we have deemed necessary for the
purposes of this opinion.
As counsel to the Registrants, we have advised the Registrants with respect
to certain federal income tax aspects of the proposed issuance of the
Certificates. Such advice has formed the basis for the description of material
federal income tax consequences for holders of the Certificates that appears
under the heading "Federal Income Tax Consequences" in the Prospectus and under
the headings "Summary of Terms--Federal Income Tax Consequences" and "Federal
Income Tax Consequences" in the forms of Prospectus Supplement. Such
descriptions do not purport to discuss all possible federal income tax
ramifications of the proposed issuance of the Certificates, but, with respect to
those federal income tax consequences that are discussed, in our opinion, the
descriptions are accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and Prospectus Supplement and in the other documents reviewed by us.
Our opinion as to the matters set forth herein could change with respect to a
particular Series of Certificates as a result of changes in facts or
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. Because the Registration Statement
contemplates Series of Certificates with numerous different characteristics, the
particular characteristics of each Series of Certificates must be considered in
determining the applicability of this opinion to a particular Series of
Certificates. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to this firm under the
captions "Federal Income Tax Consequences" in the Prospectus and Prospectus
Supplements forming a part of the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required to be filed with the Registration Statement under the provisions of the
Act.
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Certificates under the laws of any
state.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
