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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): September 22, 1997
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., (as depositor
under the Pooling and Servicing Agreement, dated as of September 1,
1997 which provides for the issuance of Associates Manufactured
Housing Contract Pass-Through Certificates, Series 1997-2).
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-29239 13-3320910
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Eleven Madison Avenue
New York, New York 10010
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Address of Principal (Zip Code)
Executive Offices
Registrant's telephone number, including area code (212) 325-2000
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Item 5. Other Events.
Filing of Exhibits to Registration Statement on Form S-3
In connection with the offering of the Associates Manufactured Housing
Contract Pass-Through Certificates, Series 1997-2, Credit Suisse First Boston
Mortgage Securities Corp., as Depositor, files herewith certain exhibits to its
Registration Statement on Form S-3 (File No. 333-29239).
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
1. Opinion of Brown & Wood LLP regarding legality
(Exhibit 5, pursuant to Item 601 of Regulation S-K).
2. Opinion of Brown & Wood LLP regarding tax matters
(Exhibit 8, pursuant to Item 601 of Regulation S-K).
3. Consent of Brown & Wood LLP (included in Exhibits 1
and 2) (Exhibit 23, pursuant to Item 601 of
Regulation S-K).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
By: /s/ FIACHRA T. O'DRISCOLL
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Fiachra T. O'Driscoll
Vice President
Dated: September 22, 1997
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Exhibit Index
Exhibit Page
1. Opinion of Brown & Wood LLP regarding legality (Exhibit 5,
pursuant to Item 601 of Regulation S-K).
2. Opinion of Brown & Wood LLP regarding tax matters (Exhibit 8,
pursuant to Item 601 of Regulation S-K).
3. Consent of Brown & Wood LLP (included in Exhibits 1 and 2)
(Exhibit 23, pursuant to Item 601 of Regulation S- K).
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BROWN & WOOD LLP
555 California Street
San Francisco, California 94104
September 22, 1997
Credit Suisse First Boston
Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3 (File No. 333-29239)
Dear Sirs:
We have acted as counsel to Credit Suisse First Boston Mortgage
Securities Corp., a Delaware corporation (the "Depositor"), in connection with
the preparation of the registration statement on Form S-3 (File No. 333-29239)
(the "Registration Statement") relating to the issuance from time to time in
one or more series (each, a "Series") of up to $1,000,000,000 aggregate
principal amount of ABS Mortgage and Manufactured Housing Contract Pass-Through
Certificates (the "Securities"). The Registration Statement has been filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "1933 Act"). As set forth in the
Registration Statement, each Series of Securities will be issued pursuant to a
pooling and servicing agreement (each, a "Pooling and Servicing Agreement")
among the Depositor, a trustee named therein (the "Trustee") and a servicer
named therein (the "Servicer"), which Pooling and Servicing Agreement will be
identified in the prospectus supplement for such Series of Securities.
We have examined the prospectus contained in the Registration
Statement (the "Prospectus") and such other documents, records and instruments
as we have deemed necessary for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Pooling and Servicing Agreement will be duly authorized by all necessary
corporate action on the part of the Depositor and each other party thereto for
the related Series of Securities and will be duly executed and delivered by the
Depositor and each other party thereto substantially in the
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applicable form filed or incorporated by reference as an exhibit to the
Registration Statement, that the Securities of each Series will be duly
executed and delivered in substantially the forms set forth in the related
Pooling and Servicing Agreement filed or incorporated by reference as an
exhibit to the Registration Statement, and that Securities will be sold as
described in the Registration Statement.
As counsel to the Depositor, we have advised the Depositor with
respect to certain federal income tax aspects of the proposed issuance of each
Series of Securities pursuant to the related Pooling and Servicing Agreement.
Such advice has formed the basis for the description of selected federal income
tax consequences for holders of such Securities that appear under the heading
"Certain Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement. Such description does not purport to discuss
all possible federal income tax ramifications of the proposed issuance of the
Securities, but with respect to those federal income tax consequences which are
discussed, in our opinion, the description is accurate in all material
respects.
This opinion is based on the facts and circumstances set forth in the
Registration Statement 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 Securities as a result of changes in fact or circumstances, changes
in the terms of the documents reviewed by us, or changes in the law subsequent
to the date hereof. Because Series of Securities with different
characteristics may be issued, you should be aware that the particular
characteristics of each Series of Securities must be considered in determining
the applicability of this opinion to such Series of Securities.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain Federal Income Tax Considerations" in each Prospectus forming a part
of the Registration Statement, without admitting that we are "experts" within
the meaning of the 1933 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/ BROWN & WOOD LLP
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BROWN & WOOD LLP
555 California Street
San Francisco, California 94104
September 22, 1997
Credit Suisse First Boston
Mortgage Securities Corp.
Eleven Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Registration Statement on Form S-3 (File No. 333-29239)
Dear Sirs:
We have acted as counsel to Credit Suisse First Boston Mortgage
Securities Corp., a Delaware corporation (the "Depositor"), in connection with
the preparation of the registration statement on Form S-3 (File No. 333-29239)
(the "Registration Statement") relating to the Securities (defined below) and
with the authorization and issuance from time to time in one or more series
(each, a "Series") of up to $1,000,000,000 aggregate principal amount of ABS
Mortgage and Manufactured Housing Contract Pass-Through Certificates (the
"Securities"). The Registration Statement has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"). As set forth in the Registration Statement, each
Series of Securities will be issued pursuant to a pooling and servicing
agreement (each, a "Pooling and Servicing Agreement") among the Depositor, a
trustee named therein (the "Trustee") and a servicer named therein (the
"Servicer"), which Pooling and Servicing Agreement will be identified in the
prospectus supplement for such Series of Securities.
We have examined copies of the Depositor's Restated Certificate of
Incorporation, the Depositor's Bylaws and forms of each Pooling and Servicing
Agreement, as filed or incorporated by reference as exhibits to the
Registration Statement, and the forms of Securities included in any Pooling and
Servicing Agreement so filed or incorporated by reference in the Registration
Statement and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
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(i) When any Pooling and Servicing Agreement relating to
a Series of Securities has been duly and validly authorized by all
necessary action on the part of the Depositor and has been duly
executed and delivered by the Depositor, assuming the due
authorization, execution and delivery by the other parties thereto,
such Pooling and Servicing Agreement will constitute a legal, valid
and binding agreement of the Depositor, enforceable against the
Depositor in accordance with its terms, except as enforcement thereof
may be subject to or limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium, fraudulent conveyance or
other similar laws relating to or affecting the enforcement of
creditors' rights generally or by general equitable principles.
(ii) When a Series of Securities has been duly authorized
by all necessary action on the part of the Depositor (subject to the
terms thereof being otherwise in compliance with applicable law at
such time), duly executed and authenticated by the Trustee for such
Series in accordance with the terms of the related Pooling and
Servicing Agreement and issued and delivered against payment therefor
as described in the Registration Statement, such Securities will be
legally and validly issued, fully paid and nonassessable, and the
holders thereof will be entitled to the benefits of the related
Pooling and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York and the
federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in each Prospectus forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the
1933 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/ BROWN & WOOD LLP
