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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 28, 1999
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
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(Exact name of registrant as specified in its charter)
Delaware 333-53115 13-3320910
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
11 Madison Avenue
New York, New York 10010
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(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (212) 325-2000
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Legality Opinion of Brown & Wood LLP.
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1)
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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: _______________________________
Name:
Title:
Dated: October 28, 1999
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Exhibit Index
Exhibit Page
5.1 Legality Opinion of Brown & Wood LLP 5
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1) 5
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 5
<PAGE>
Exhibits 5.1, 8.1 and 23.1
October 28, 1999
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
Re: Credit Suisse First Boston Mortgage Securities Corp.
Mortgage Pass-Through Certificates, Series 1999-1
Ladies and Gentlemen:
We have acted as special counsel for Credit Suisse First Boston
Mortgage Securities Corp., a Delaware corporation (the "Depositor"), in
connection with the issuance of the Mortgage Pass-Through Certificates, Series
1999-1 (the "Certificates") pursuant to a Trust Agreement dated as of October
29, 1999 (the "Trust Agreement") between the Depositor and The Bank of New
York, as trustee (in such capacity, the "Trustee").
The Certificates will represent the entire beneficial ownership
interest in the Trust. The assets of the Trust will consist primarily of one
class of previously issued mortgage pass-through certificates representing a
senior ownership interest in a pool of mortgage loans.
We have examined such documents and records and made such
investigations of such matters of law as we have deemed appropriate as a basis
for the opinions expressed below. Further, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals. We have, for purposes of rendering the opinions, also relied on
certain factual, numerical and statistical information which is based on the
assumptions used in pricing the Notes. Capitalized terms used and not defined
herein shall have the meanings assigned to them in the Trust Agreement.
Based upon the foregoing, we are of the opinion that:
1. Assuming that the Certificates have been duly executed and authenticated
by the Trustee in the manner contemplated in the Trust Agreement, when
delivered and paid for, the Certificates will be validly issued and
outstanding and entitled to the benefits of the Trust Agreement.
2. The REMIC as described in the Trust Agreement and the Prospectus
Supplement will qualify as a "real estate mortgage investment conduit"
("REMIC") within the meaning of Section 860D of the Internal Revenue Code
of 1986, as amended (the "Code"), assuming: (i) an election is made to
treat the assets of the REMIC as a REMIC, (ii) compliance with the Trust
Agreement and (iii) compliance with changes in the law, including any
amendments to the Code or applicable Treasury regulations thereunder.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York. This opinion is rendered as of the date hereof and we undertake
no obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the above referenced documents pursuant to any opinion of counsel or a
waiver), or any inaccuracy in any of the representations, warranties or
assumptions upon which we have relied in rendering this opinion unless we are
specifically engaged to do so.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
/s/ BROWN & WOOD LLP
BROWN & WOOD LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
October 28, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Credit Suisse First Boston Mortgage Securities Corp.
Mortage Pass-Through Certificates, Series 1999-1
Ladies and Gentlemen:
On behalf of Credit Suisse First Boston Mortgage Securities Corp.
(the "Depositor"), we enclose herewith for filing, pursuant to the Securities
and Exchange Act of 1934, as amended, the Depositor's Current Report on Form
8-K in connection with the above-referenced transaction.
Very truly yours,
/s/ Myongsu Kong
Myongsu Kong
Enclosure
