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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) February 23,1998
Structured Asset Securities Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-96378 74-2440858
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File 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) 526-7000
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
It is expected that on or about March 11, 1998, a single series of
certificates, entitled LB Commercial Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 1998-C1 (the "Certificates"), will be issued
pursuant to a pooling and servicing agreement, to be entered into by and among
Structured Asset Securities Corporation (the "Registrant"), as depositor, GMAC
Commercial Mortgage Corporation, as master servicer and as special servicer,
LaSalle National Bank, as trustee, and ABN AMRO Bank N.V., as fiscal agent.
Certain classes of the Certificates (the "Underwritten Certificates") will be
registered under the Registrant's registration statement no. 33-96378 (the
"Registration Statement") on Form S-3, and sold to Lehman Brothers Inc. (the
"Underwriter") pursuant to an underwriting agreement to be entered into by and
between the Registrant and the Underwriter.
In connection with the issuance of the Underwritten Certificates, the
Registrant has engaged Sidley & Austin, New York, New York, to act as special
counsel. Pursuant to the rules and regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
specifically Item 601 of Regulation S-K, Sidley & Austin has furnished to the
Registrant for filing as exhibits to the Registration Statement, the opinion
of Sidley & Austin with respect to legality (as Exhibit 5.1 hereto), the
opinion of Sidley & Austin with respect to certain tax matters (as Exhibit
8.1 hereto) and the consent of Sidley & Austin to the use of its name under
the captions "Legal Matters" in the prospectus and prospectus supplement
relating to the Certificates (the "Prospectus" and "Prospectus Supplement",
respectively), the caption "Federal Income Tax Considerations" in the
Prospectus and the caption "Certain Federal Income Tax Consequences" in the
Prospectus Supplement and to the filing as exhibits to the Registration
Statement of the opinions attached hereto as Exhibit 5.1 and 8.1 (as Exhibit
23.1 hereto).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION:
Not applicable.
(c) EXHIBITS:
Exhibit No. Description
5.1 Opinion of Sidley & Austin with respect to legality.
8.1 Opinion of Sidley & Austin with respect to certain tax matters.
23.1 Consent of Sidley & Austin (Part of Exhibits 5.1 and 8.1)
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SIGNATURES
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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 its behalf by the
undersigned, thereunto duly authorized.
Date: February 23, 1998
STRUCTURED ASSET SECURITIES
CORPORATION
By: /s/ Paul A. Hughson
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Name: Paul A. Hughson
Title: Vice President
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EXHIBIT INDEX
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The following exhibits are filed herewith:
Exhibit No. Page No.
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5.1 Opinion of Sidley & Austin with respect to legality.
8.1 Opinion of Sidley & Austin with respect to certain tax matters.
23.1 Consent of Sidley & Austin (Part of Exhibits 5.1 and 8.1)
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Exhibit 5.1
(212) 906-2000
February 23, 1998
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Structured Asset Securities Corporation
Registration Statement on Form S-3
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Ladies and Gentlemen:
We are acting as special counsel to Structured Asset Securities
Corporation, a Delaware corporation (the "Registrant"), in connection with
the proposed issuance of its Series 1998-C1 Commercial Mortgage Pass-Through
Certificates (the "Certificates"). Certain classes of the Certificates (the
"Registered Certificates") are to be registered under the Registrant's
Registration Statement on Form S-3, file number 33-96378 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") and effective under the Securities Act of 1933, as amended (the
"Act"). The Certificates will be issued in Series under a separate pooling
and servicing agreement (the "Pooling and Servicing Agreement") among the
Registrant, the master servicer named therein, the special servicer named
therein, the fiscal agent named therein and the trustee named therein. The
Certificates are to be sold as described in the Registration Statement, in
any amendment thereto, and in the prospectus and prospectus supplement
relating to the Registered Certificates (the "Prospectus" and "Prospectus
Supplement", respectively).
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we deemed necessary for the purposes of this opinion.
In our examination, we have assumed the following: (a) the genuineness of all
signatures; (b) the legal capacity of natural persons; (c) the authenticity of
all documents submitted to us as originals; (d) the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the
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Structured Asset Securities Corporation
February 23, 1998
Page 2
originals of such documents; and (e) the truth, accuracy and completeness of the
information, representations and warranties contained in the records, documents,
instruments and certificates that we have reviewed. As to any facts material to
the opinions expressed herein which were not known to us, we have relied upon
certificates, statements and representations of officers and other
representatives of the Registrant and others.
In rendering this opinion, we have assumed that the Pooling and
Servicing Agreement with respect to the Certificates is executed and delivered
substantially in the form reviewed by us and described in the Prospectus and
preliminary Prospectus Supplement and that the transactions contemplated to
occur under the Registration Statement and the Pooling and Servicing Agreement
with respect to the Certificates in fact occur in accordance with the terms
thereof.
Furthermore, in rendering this opinion, we have also assumed that:
each party to the Pooling and Servicing Agreement will have been duly
organized and will be validly existing and in good standing under the
jurisdiction of its organization; and each party to the Pooling and Servicing
Agreement will possess the power and authority to enter into and perform all
of such party's obligations thereunder.
Based upon and subject to the foregoing, we are of the opinion that
when
(i) the issuance and principal terms of the Certificates have been
duly authorized by appropriate corporate action by the Registrant,
(ii) the Pooling and Servicing Agreement has been duly authorized by
all necessary action, executed and delivered by or on behalf of each party
thereto, and
(iii) the Certificates have been duly executed, authenticated and
delivered in accordance with the terms and conditions of the Pooling and
Servicing Agreement and sold in the manner described in the Registration
Statement, in any amendment thereto and in the Prospectus and Prospectus
Supplement,
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 as provided therein.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the use of our name under the heading
"Legal Matters" in the Prospectus and the Prospectus Supplement. In giving such
consent, we do not consider that we are "experts", within
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Structured Asset Securities Corporation
February 23, 1998
Page 3
the meaning of the term as used in the Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion letter as an exhibit or otherwise.
We express no opinion as to any laws other than the law of the State
of New York and the federal law of the United States of America, nor do we
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed above.
Very truly yours,
/s/ Sidley & Austin
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Exhibit 8.1
(212) 906-2000
February 23, 1998
Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285
Re: Structured Asset Securities Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as special federal tax counsel to Structured Asset
Securities Corporation, a Delaware corporation (the "Registrant"), in connection
with the proposed issuance of its Series 1998-C1 Commercial Mortgage
Pass-Through Certificates (the "Certificates"). Certain classes of the
Certificates (the "Registered Certificates") will be registered under the
Registrant's Registration Statement on Form S-3, file number 33-96378 (the
"Registration Statement"), filed with the Securities and Exchange Commission
(the "Commission") and effective under the Securities Act of 1933, as amended
(the "Act"). The Certificates will be issued under a separate pooling and
servicing agreement (the "Pooling and Servicing Agreement") among the
Registrant, the master servicer named therein, the special servicer named
therein, the fiscal agent named therein and the trustee named therein. The
Certificates are to be sold as described in the Registration Statement, in any
amendment thereto, and in the prospectus and prospectus supplement relating to
the Registered Certificates (the "Prospectus" and "Prospectus Supplement",
respectively).
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the following: (a) the genuineness
of all signatures; (b) the legal capacity of natural persons; (c) the
authenticity of all documents submitted to us as originals; (d) the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such documents; and
(e) the truth, accuracy and completeness of the information,
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Structured Asset Securities Corporation
February 23, 1998
Page 2
representations and warranties contained in the records, documents, instruments
and certificates that we have reviewed. As to any facts material to the
opinions expressed herein which were not known to us, we have relied upon
certificates, statements and representations of officers and other
representatives of the Registrant and others.
In addition, we have assumed that the Pooling and Servicing
Agreement with respect to the Certificates is executed and delivered in
substantially the form reviewed by us and described in the Prospectus and
preliminary Prospectus Supplement and that the transactions contemplated to
occur under the Registration Statement and the Pooling and Servicing
Agreement in fact occur in accordance with the terms thereof.
Based upon and subject to the foregoing, we are of the opinion
that, although it does not discuss all federal income tax consequences that
may be applicable to the individual circumstances of particular investors
(some of which may be subject to special treatment under the Internal Revenue
Code of 1986) , the description set forth under the caption "Federal Income
Tax Considerations" in the Prospectus included as part of the Registration
Statement, as modified and supplemented by the description of federal income
tax consequences set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus Supplement, otherwise correctly describes the
material aspects of the federal income tax treatment of an investment in the
Registered Certificates commonly applicable to investors that are "United
States persons" (as defined in the Prospectus), as of the date hereof, and,
where expressly indicated therein, to investors that are not United States
persons.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement, and to the use of our name under the headings
"Federal Income Tax Considerations" in the Prospectus and "Certain Federal
Income Tax Consequences" in the Prospectus Supplement. In giving such consent,
we do not consider that we are "experts", within the meaning of the term as used
in the Act or the rules and regulations of the Commission issued thereunder,
with respect to any part of the Registration Statement, including this opinion
letter as an exhibit or otherwise.
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Structured Asset Securities Corporation
February 23, 1998
Page 3
We express no opinion as to the laws of any jurisdiction other than
the federal laws of the United States of America, nor do we express any opinion,
either implicitly or otherwise, on any issue not expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
