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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 24, 1999
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.)
390 Greenwich Street
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.
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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: February 24, 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
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EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
February 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.,
Trust Certificates, Series 1999-1
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Mortgage Securities VII,
Inc. (the "Depositor") and Salomon Smith Barney Inc. ("Salomon") in connection
with (i) the sale of certain mortgage pass-through certificates (the "Underlying
Certificates") by Salomon to the Depositor pursuant to the Assignment and
Assumption Agreement, dated February 25, 1999 (the "Assignment Agreement"),
between Salomon and the Depositor, (ii) the simultaneous issuance by the
Depositor of its Trust Certificates, Series 1999-1 (collectively, the "Trust
Certificates"), pursuant to the Trust Agreement, dated February 25, 1999 (the
"Trust Agreement"), between the Depositor and The Bank of New York as trustee
(the "Trustee") and (iii) the simultaneous sale of the Trust Certificates by the
Depositor to Salomon pursuant to the terms of the Underwriting Agreement, dated
February 25, 1999 (the "Underwriting Agreement"; together with the Assignment
Agreement and the Trust Agreement, the "Agreements") between the Depositor and
Salomon (in such capacity, the "Underwriter"). 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
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(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 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 provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance and transfer, voidable preferences,
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
the provisions of any agreement which purport or are construed to provide
indemnification with respect to securities law violations. However, the
non-enforceability of any such provisions will not, taken as a whole, materially
interfere with the practical realization of the benefits of the rights and
remedies included in any such agreement which is the subject of any opinion
expressed below, except for the considerations referred to in foregoing clause
(iv) and the consequences of any judicial, administrative, procedural or other
delay which may be imposed by, relate to or arise from applicable laws,
equitable principles and interpretations thereof.
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.
Based upon and subject to the foregoing, it is our opinion that:
1. The Trust 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 Trust Certificates, assuming the execution, authentication
and delivery in accordance with the Trust 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 Trust Agreement.
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3. Assuming compliance with the provisions of the Trust
Agreement, for federal income tax purposes, the Trust Fund
will 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 Certificates will constitute the sole class of
"residual interests" in the REMIC and the Trust Certificates
will represent ownership of "regular interests" in the REMIC
and will generally be treated as debt instruments of the
REMIC, 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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