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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) June 28, 1999
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
DATED AS OF JUNE 1, 1999, PROVIDING FOR THE ISSUANCE OF
FLOATING RATE MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1999-NC3)
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 No.)
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, is (212) 723-6391
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(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.
Dated: June 28, 1999
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
/s/ Matthew R. Bollo
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Matthew R. Bollo
Assistant Vice President
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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]
June 28, 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-NC3
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") in connection with (i) the Mortgage Loan Purchase
Agreement, dated June 25, 1999 (the "Purchase Agreement"), among New Century
Mortgage Corporation (the "Originator"), NC Capital Corporation (the "Seller")
and the Depositor, (ii) the Pooling and Servicing Agreement, dated as of June 1,
1999 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
the Originator as master servicer (in such capacity, the "Master Servicer"),
Firstar Bank Milwaukee, N.A. as trustee (the "Trustee") and U.S. Bank National
Association as trust administrator (the "Trust Administrator") and the
certificates to be issued pursuant thereto designated as Floating Rate Mortgage
Pass-Through Certificates, Series 1999-NC3, 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"), (iii) the Underwriting Agreement, dated June 25, 1999 (the
"Underwriting Agreement"), between the Depositor and Salomon Smith Barney Inc.
(the "Underwriter") pursuant to which certain Certificates were sold
(collectively, the "Underwritten Certificates") and (iv) the Prospectus
Supplement, dated June 25, 1999 (the "Prospectus Supplement") and the Prospectus
to which it relates, dated June 23, 1999 (the "Base Prospectus"; together with
the Prospectus Supplement, the "Prospectus). The Purchase Agreement, the Pooling
and Servicing Agreement and the Underwriting Agreement are collectively referred
to herein as the "Agreements." 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 as copies thereof, and the conformity to the originals of all
documents submitted to us as copies, (ii) the
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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
dealing 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 and other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and any provision which purports or is construed to require waiver of the
obligation of good faith, materiality, fair dealing, diligence or reasonableness
or objection to venue or forum, to impose a penalty or forfeiture or to release,
exculpate or exempt a party from, or to require indemnification of a party for,
liability for its own action or inaction to the extent that the action or
inaction includes negligence, recklessness or willful or unlawful conduct, any
severability provision, any provision that purports to confer subject matter
jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not have
subject matter jurisdiction, any provision (A) restricting access to legal or
equitable remedies, (B) purporting to establish evidentiary standards, (C)
purporting to appoint any person or entity as the attorney-in-fact of any other
person or entity, (D) which provides that such agreement may only be amended,
modified or waived in writing, (E) stating that all rights or remedies of any
party are cumulative and may be enforced in addition to any other right or
remedy and that the election of a particular remedy does not preclude recourse
to one or more remedies, (F) which provide that the failure to exercise or the
delay in exercising rights or remedies will not operate as a waiver of any such
rights or remedies, (G) waiving the right to jury trial or rights or remedies
which can not be waived as a matter of law, (H) providing for set-off unless
there is mutuality between the parties, and (I) providing that said agreement is
to be governed by or construed in accordance with the laws of any jurisdiction,
(iii) bankruptcy, insolvency, receivership, reorganization, liquidation,
voidable preference, fraudulent conveyance and transfer, moratorium and 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 any provision of
any agreement which purports or is 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.
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In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States including
without limitation the Securities Act of 1933, as amended (the "1933 Act"), 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.
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 and the Mezzanine 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
