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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) March 25, 1999
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-72647 13-3439681
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
390 Greenwich Street, 4th Floor
New York, New York 10013
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (212) 723-8604
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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/ Susan Mills
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Name: Susan Mills
Title: Assistant Vice President
Dated: March 25, 1999
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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]
March 25, 1999
Salomon Smith Barney Inc.
390 Greenwich Street, 4th Floor
New York, New York 10013
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Floating Rate Mortgage Pass-Through Certificates,
Series 1999-AQ1
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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 Ameriquest Mortgage Company (the "Seller") to Ameriquest
Securities L.L.C. ("Ameriquest L.L.C."), pursuant to the Mortgage Loan Sale and
Contribution Agreement, dated as of March 1, 1999 (the "Mortgage Loan Sale and
Contribution Agreement"), between the Seller and Ameriquest L.L.C., (B) the
transfer of the Mortgage Loans by Ameriquest L.L.C. to the Depositor pursuant to
the Mortgage Loan Purchase Agreement, dated March 22, 1999 (the "Purchase
Agreement"), between the Depositor and Ameriquest L.L.C. and (C) the
simultaneous issuance of Floating Rate Mortgage Pass-Through Certificates,
designated as Series 1999-AQ1, Class A, Class M-1, Class M-2, Class M-3, Class
CE, Class P, Class R-I, Class R-II and Class R-III ( collectively, the
"Certificates") evidencing undivided interests in a trust fund consisting
primarily of the Mortgage Loans. The Depositor is acquiring the Mortgage Loans
pursuant to the Purchase Agreement in exchange for immediately available funds,
the Class CE Certificates, the Class P Certificates, the Class R-I Certificates,
the Class R-II Certificates and the Class R-III Certificates. The Certificates
are being issued pursuant to the Pooling and Servicing Agreement, dated as of
March 1, 1999 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, Ameriquest as master servicer (in such capacity, the "Master
Servicer") and Norwest Bank Minnesota, National Association as trustee (the
"Trustee"). The Depositor is selling the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, and Class M-3 Certificates to Salomon
Smith Barney Inc. (the "Underwriter") pursuant to the Underwriting Agreement,
dated March 22, 1999 (the "Underwriting Agreement"), between the Depositor and
the Underwriter. Reference is also made to a Custodial Agreement, dated as of
March 1, 1999 (the "Custodial
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Agreement"; the Custodial Agreement, the Mortgage Loan Sale and Contribution
Agreement, the Mortgage Loan Purchase Agreement, the Pooling and Servicing
Agreement and the Underwriting Agreement, collectively, the "Agreements"), among
the Depositor, the Master Servicer, the Trustee and Chase Bank of Texas, N.A.,
as custodian. Capitalized terms not defined herein have the meanings set forth
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 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.
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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, the Class M-1 Certificates, the
Class M-2 Certificates and the Class M-3 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 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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