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: November 15, 1995
(Date of earliest event reported)
CS First Boston Mortgage Securities Corp.
(Exact name of registrant as specified in is charter)
Delaware 33-98604 13-3320910
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
55 East 52nd Street New York New York 10055
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:(212) 909-2000
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Item 5. Other Events.
On or about November 21, 1995, the Registrant will cause the
issuance and sale of approximately $167,488,346 initial principal amount
of Mortgage Pass-Through Certificates, Series 1995-FHA1, Class A-1, Class
A-2, Class A-3, Class A-4, Class A-X-1, Class A-X-2, Class A-X-3, Class
A-X-4, Class B, Class R-I and Class R-II (the "Certificates") pursuant to
a Pooling and Servicing Agreement to be dated as of November 1, 1995,
among the Registrant, Greystone Servicing Corporation, Inc. as master
servicer, Greystone Funding Corporation as seller and LaSalle National
Bank as trustee.
In connection with the issuance and sale of the Series 1995-FHA1,
Class A-1, Class A-2, Class A-3, Class A-4, Class A-X-1, Class A-X-2,
Class A-X-3 and Class A-X-4, Thacher Proffitt & Wood's opinion as to
legality is attached as an exhibit hereto for incorporation by reference
into Registration Statement No. 33-98604.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
ITEM 601(A) OF
REGULATION S-K
EXHIBIT NO. EXHIBIT NO. DESCRIPTION
----------- ----------- -----------
5 5 Thacher Proffitt & Wood Opinion
with respect to Legality
23 23 Consent of Thacher Proffitt & Wood
(incorporated into Exhibit 5)
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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 behalf of the Registrant
by the undersigned thereunto duly authorized.
CS FIRST BOSTON MORTGAGE
SECURITIES CORP.
By: /s/ David Gertner
---------------------
Name: David Gertner
Title: Vice President
Dated: November 21, 1995
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EXHIBIT INDEX
Item 601(a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
------ ----------- ----------- ----
5 5 Thacher Proffitt & Wood
opinion with respect
to legality
23 23 Consent of Thacher Proffitt
& Wood (incorporated into
Exhibit 5)
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November 21, 1995
CS First Boston Mortgage Securities Corp.
Park Avenue Plaza, 55 East 52nd Street
New York, New York 10055-0186
Re: CS First Boston Mortgage Securities Corp.
Mortgage Pass-Through Certificates
Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel for you in connection with the
Registration Statement (No. 33-98604) on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the registration under the
Act of up to $1,235,218,827 aggregate principal amount of Mortgage
Pass-Through Certificates (the "Certificates"). The Certificates are issuable
in series under separate pooling and servicing agreements (each such
agreement, a "Pooling and Servicing Agreement") among CS First Boston Mortgage
Securities Corp. (the "Registrant"), a trustee, a master servicer, a special
servicer and/or a seller to be identified in the prospectus supplement for
such series of Certificates. Each Pooling and Servicing Agreement will be
substantially in the form filed as an Exhibit to the Registration Statement.
In connection with rendering this opinion letter, we have examined
the form of the Pooling and Servicing Agreement contained as an Exhibit in the
Registration Statement, the Registration Statement and such other documents as
we have deemed necessary. As to matters
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CS First Boston Mortgage Securities Corp.
November 21, 1995 Page 2.
of fact, we have examined and relied upon representations or certifications of
officers of the Registrant or public officials. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the conformity to
the originals of all documents submitted to us as copies. We have assumed that
all parties had the corporate power and authority to enter into and perform
all obligations thereunder. As to such parties, we also have assumed the due
authorization by all requisite corporate action, the due execution and
delivery and, except as expressed in opinion 2 below, the enforceability of
such documents.
In rendering this opinion letter, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York and the
corporate laws of the State of Delaware, nor do we express any opinion, either
implicitly or otherwise, on any issue not expressly addressed below. In
rendering this opinion letter, we have not passed upon and do not pass upon
the application of the "doing business" or securities laws of any
jurisdiction. This opinion letter is further subject to the qualification that
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other laws affecting the
enforcement of the rights of creditors generally and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law.
Based upon and subject to the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a series of
Certificates with respect to which we have acted as counsel to the Registrant
(in its capacity as depositor) has been duly authorized by all necessary
action and duly executed and delivered by the parties thereto, the Pooling and
Servicing Agreement will be a legal and valid obligation of the Registrant.
2. When a Pooling and Servicing Agreement for a series of
Certificates with respect to which we have acted as counsel to the Registrant
(in its capacity as depositor) has been duly authorized by all necessary
action and duly executed and delivered by the parties thereto, and when the
Certificates of such series have been duly executed and authenticated in
accordance with the provisions of the Pooling and Servicing Agreement and
issued and sold as contemplated in the Registration Statement and the
prospectus and prospectus supplement delivered in connection therewith, the
Certificates will be legally and validly issued and outstanding, fully paid
and non-assessable, and the holders of the Certificates will be entitled to
the benefits of the Pooling and Servicing Agreement.
We hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement, and to the use of our name in any
prospectus supplement relating to a series of certificates with respect to
which we have acted as counsel to the Registrant (in its capacity as
depositor), under the headings "Legal Matters" and "Certain Federal Income Tax
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CS First Boston Mortgage Securities Corp.
November 21, 1995 Page 3.
Consequences", without admitting that we are "experts" within the meaning of
the Act and the rules and regulations thereunder with respect to any part of
the Registration Statement, including this Exhibit.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
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