SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 3, 1996
STRUCTURED ASSET SECURITIES CORPORATION
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(Exact name of registrant as specified in its governing instruments)
DELAWARE 33-96378 74-2440850
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(State or other Jurisdiction (Commission File (I.R.S Employer
of Incorporation) Number) Identification No.)
200 Vesey Street
NEW YORK, NEW YORK 10285
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 526-5594
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Item 5. OTHER EVENTS.
On or about October 30, 1996, the Registrant will cause the
issuance and sale of approximately $351,749,135 initial principal
amount of LB Commercial Conduit Mortgage Trust II Multiclass
Pass-Through Certificates, Series 1996-C2, Class A, Class IO, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class
R-I, Class R-II and Class R-III (collectively, the "Certificates")
pursuant to a Trust Agreement to be dated as of October 1, 1996, among
the Registrant, GMAC Commercial Mortgage Corporation as master
servicer, CRIIMI MAE Services Limited Partnership as special servicer,
LaSalle National Bank as trustee and ABN AMRO Bank N.V. as fiscal
agent.
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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
Exhibit Regulation S-K
Number Exhibit No. Description
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1 5 Thacher Proffitt & Wood Opinion
with respect to Legality
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on behalf of
the Registrant by the undersigned thereunto duly authorized.
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul Hughson
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Name: Paul Hughson
Title: Vice President
Dated: October 3, 1996
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EXHIBIT INDEX
Item 601 (a) of Sequentially
Exhibit Regulation S-K Numbered
Number Exhibit No. Description Page
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1 5 Thacher Proffitt & Wood Opinion 6
with respect to Legality
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EXHIBIT 1
October 3, 1996
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
LB Commercial Conduit Mortgage Trust II
Multiclass Pass-Through Certificates
Registration Statement No. 33-96378 on Form S-3
Ladies and Gentlemen:
We are counsel to Structured Asset Securities Corporation, a Delaware
corporation (the "Registrant"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of Multiclass Pass-Through
Certificates, Series 1996-C2 (the "Certificates"), pursuant to the captioned
Registration Statement on Form S-3 (the "Registration Statement"), and the
related preparation and filing pursuant to Rule 424(b) of a prospectus (the
"Base Prospectus") and a prospectus supplement (the "Prospectus Supplement";
together with the Base Prospectus, the "Prospectus"). The Certificates will be
issued pursuant to a separate trust agreement (the "Trust Agreement") among the
Registrant and a trustee, a master servicer, a special servicer and a fiscal
agent to be identified in the prospectus supplement for such series of
Certificates. The Trust 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 Trust Agreement, the Registration Statement and such other documents
as we have deemed necessary. As to matters of fact, we have examined and relied
upon representations of the Company contained in the Trust Agreement and, where
we have deemed appropriate, representations or certifications of officers of the
parties thereto or public officials. In rendering this opinion letter, we have
assumed (i) 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, (ii) the
due authorization, execution and delivery of such documents, and the necessary
power with respect thereto, and, except as to the Trust Agreement, the
enforceability of such documents and (iii) that there is not and will not be any
other agreement that materially supplements or otherwise modifies the agreements
expressed in the Trust Agreement.
Our opinions in paragraphs 1 and 2 below are subject to the
qualification that enforceability of each of the respective obligations of the
parties under the Trust Agreement is subject to (i) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law), (ii) the effect of certain laws, regulations and judicial or
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other decisions upon the availability and enforceability of certain provisions,
covenants or remedies provided in the Trust Agreement, including the remedies of
specific performance and self-help and provisions imposing penalties,
forfeitures, late payment charges or an increase in the interest rate in
delinquency, (iii) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the rights of
creditors and (iv) public policy considerations underlying the securities laws,
to the extent that such public policy considerations limit the enforceability of
the provisions of any of the Agreements which purport or are construed to
provide indemnification with respect to securities law violations.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the law of the State of New York and the corporate
law of the State of Delaware. We do not express any opinion with respect to any
matter not expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. Upon the authorization, execution and delivery of the Trust
Agreement by the parties thereto, the Trust Agreement will be
the legal, valid and binding obligation of the Registrant.
2. Upon the authorization, execution and delivery of the Trust
Agreement by the parties thereto, when the Certificates have
been duly executed and authenticated in accordance with the
Trust Agreement and issued and sold as contemplated in the
Registration Statement and the Prospectus, 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 Trust Agreement.
3. The description of federal income tax consequences appearing
under the heading "Federal Income Tax Consequences" in each of
the Prospectus Supplement and the Base Prospectus, while not
purporting to discuss all possible federal income tax
consequences of an investment in the Certificates, is accurate
with respect to those tax consequences which are discussed.
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 the Base Prospectus
and the Prospectus Supplement under the headings "Legal Matters" and "Federal
Income Tax 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
