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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) December 21, 1998
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-62737 13-3439681
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
Seven World Trade Center
New York, New York 10048
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (212) 783-5659
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Item 7. Financial Statements, Pro Forma Financial Information And Exhibits.
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(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 5.1 Opinion and Consent of
Thacher Proffitt & Wood.
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SIGNATURES
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.
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By: /s/ Vincent J. Varca
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Name: Vincent J. Varca
Title: Assistant Vice President
Dated: December 21, 1998
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K
Number Exhibit No. Description
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1 5.1 Opinion and Consent of Counsel
EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
December 22, 1998
Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048
Financial Security Assurance Inc.
350 Park Avenue, 13th Floor
New York, New York 10022
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Mortgage Pass-through Certificates, Series 1998-NC7
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") in connection with (A) the sale of mortgage loans (the
"Mortgage Loans") by Salomon Brothers Realty Corp. (the "Seller") to the
Depositor pursuant to (i) the Mortgage Loan Purchase Agreement, dated December
18, 1998 (the "New Century Purchase Agreement"), among the Depositor, the Seller
and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase
Agreement, dated December 18, 1998 (the "Option One Purchase Agreement";
together with the New Century Purchase Agreement, the "Purchase Agreements"),
among the Depositor, the Seller and Option One Mortgage Corporation and (B) the
simultaneous issuance of Mortgage Pass-Through Certificates (the
"Certificates"), designated as Series 1998-NC7, Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7 (the "Class A Certificates"), Class
CE (the "Class CE Certificates"), Class P (the "Class P Certificates"), Class
R-I, Class R-II and Class R-III (together, the "Residual Certificates"),
evidencing undivided interests in a trust fund consisting primarily of the
Mortgage Loans. The Depositor obtained the Mortgage Loans from the Seller
pursuant to the Purchase Agreements in exchange for cash proceeds of the sale of
the Class A Certificates referred to below.
The Certificates were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 1998 (the "Pooling and Servicing Agreement"),
among the Depositor as depositor, New Century Mortgage Corporation as master
servicer (the "Master Servicer"), Option One Mortgage Corporation as servicer
(the "Servicer"), Firstar Bank Milwaukee, N.A. as trustee (the "Trustee")
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and U.S. Bank National Association as trust administrator (the "Trust
Administrator"). The Depositor sold the Class A Certificates to Salomon Smith
Barney Inc. (the "Underwriter") pursuant to the Underwriting Agreement, dated
December 18, 1998,between the Depositor and the Underwriter (the "Underwriting
Agreement"; collectively, with the Purchase Agreements and the Pooling and
Servicing Agreement, the "Agreements"). The holders of the Class A Certificates
have the benefit of the insurance policy issued by Financial Security Assurance,
Inc. Capitalized terms not defined herein have the meanings assigned to them in
the Agreements.
In rendering this opinion letter, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate, representations or certifications of officers
of parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial or other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance, moratorium or other similar laws affecting
the rights of creditors or secured parties 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 agreement which
purport or are construed to provide indemnification with respect to securities
law violations. Wherever we indicate that our opinion with respect to the
existence or absence of facts is based on our knowledge, our opinion is based
solely on the current actual knowledge of the attorneys in this firm who are
involved in the representation of parties to the transactions described herein.
In that regard we have conducted no special or independent investigation of
factual matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States, the laws of
the State of New York and the General Corporation
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Law of the State of Delaware. We do not express any opinion with respect to the
securities laws of any jurisdiction or any other matter not specifically
addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, constitutes a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder against the Depositor in accordance with its terms.
2. The Class A Certificates, assuming the execution,
authentication and delivery in accordance with the Pooling and
Servicing Agreement and the delivery thereof and payment
therefor in accordance with the Underwriting Agreement, are
validly issued and outstanding and are entitled to the
benefits of the Pooling and Servicing Agreement.
3. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC I,
REMIC II and REMIC III will each qualify as a real estate
mortgage investment conduit ("REMIC") within the meaning of
Sections 860A through 860G (the "REMIC Provisions") of the
Internal Revenue Code of 1986, the Class R-I Certificates will
constitute the sole class of "residual interests" in REMIC I,
the Class R-II Certificates will constitute the sole class of
"residual interests" in REMIC II, the Class A Certificates,
the Class CE Certificates and the Class P Certificates will
represent ownership of "regular interests" in REMIC III and
will generally be treated as debt instruments of REMIC III and
the Class R-III Certificates will constitute the sole class of
"residual certificates" in REMIC III, within the meaning of
the REMIC Provisions in effect on the date hereof. This
opinion confirms and adopts the opinion set forth in the
Registration Statement.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
without admitting that we are "persons" within the meaning of Section 7(a) or
11(a)(4) of the 1933 Act, or "experts" within the meaning of Section 11 thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Thacher Proffitt & Wood
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