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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 14, 1999
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
DATED AS OF DECEMBER 1, 1999, PROVIDING FOR THE ISSUANCE OF
FLOATING RATE MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1999-NC5)
SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-84249 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
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: December 14, 1999
SALOMON BROTHERS MORTGAGE
/s/ Matthew R. Bollo
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Matthew R. Bollo Name:
Title: 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
[Letterhead of Thacher Proffitt & Wood]
December 14, 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-NC5
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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 September 15, 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 December 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, 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-NC5, 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 Class A Underwriting Agreement, dated September 15,
1999 (the "Class A Underwriting Agreement"), between the Depositor and Salomon
Smith Barney Inc. (the "Underwriter"), (iv) the Class M Underwriting Agreement,
dated December 13, 1999 (the "Class M Underwriting Agreement"; together with the
Class A Underwriting Agreement, the "Underwriting Agreements") between the
Depositor and the Underwriter, (v) the Prospectus Supplement, dated September
15, 1999 relating to the Class A Certificates (the "Class A Prospectus
Supplement") and the Prospectus to which it relates, dated November 8, 1999 (the
"Class A Base Prospectus"; together with the Class A Prospectus Supplement, the
"Class A Prospectus") and (vi) the Prospectus Supplement, dated December 13,
1999 relating to the Class M Certificates (the "Class M Prospectus Supplement")
and the Prospectus to which it relates, dated November 8, 1999 (the "Class M
Base Prospectus"; together with the Class M Prospectus Supplement, the "Class M
Prospectus"). The Purchase Agreement, the Pooling and Servicing Agreement and
the Underwriting Agreements are collectively referred to herein as the
"Agreements." Capitalized terms not defined herein have the meanings assigned to
them in the Agreements.
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In rendering this opinion letter, as to relevant factual matters 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 or as copies thereof, 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 any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document 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 as to factual matters
contained in any document or (b) the conformity of the underlying assets and
related documents to the requirements of any agreement to which this opinion
letter relates.
The opinions expressed 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 remedies including the
remedies of specific performance and self-help and provisions purporting to
waive the obligation of good faith, materiality, fair dealing, diligence,
reasonableness or objection to venue or forum, 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, to waive the right to jury trial, to impose a
penalty or forfeiture, to release, exculpate or exempt a party from, 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, to sever any provision of any agreement, to restrict access
to legal or equitable remedies, to establish evidentiary standards, to appoint
any person or entity as the attorney-in-fact of any other person or entity, to
require that any agreement may only be amended, modified or waived in writing,
to provide that all rights or remedies of any party are cumulative and may be
enforced in addition to any other right or remedy, to provide that the election
of a particular remedy does not preclude recourse to one or more remedies, to
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, to waive
rights or remedies which can not be waived as a matter of law, to provide for
set-off unless there is mutuality between the parties or to provide that any
agreement is to be governed by or construed in accordance with the laws of any
jurisdiction other than the State of New York, (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
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any agreement which purports or is construed to provide indemnification with
respect to securities law violations. We do not express any opinion herein with
respect to any law the violation of which would not have any material adverse
effect on the ability of any party to perform its obligations under any
agreement. 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.
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 actual
present knowledge of the attorneys in this firm who are directly involved in the
representation of parties to the transactions described herein in connection
therewith. 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 including
without limitation the Securities Act of 1933, as amended (the "1933 Act") and
Sections 860A through 860G (the "REMIC Provisions") of the Internal Revenue Code
of 1986 (the "Code") applicable to a real estate mortgage investment conduit
("REMIC") and applicable regulations thereunder and current judicial and
administrative authority with respect thereto and the laws of the State of New
York and the General Corporation Law of the State of Delaware. We do not express
any opinion herein with respect to any matter not specifically addressed in the
opinions expressed below, including without limitation (i) any statute,
regulation or provision of law of any county, municipality or other political
subdivision or any agency or instrumentality thereof or (ii) the securities or
tax laws of any jurisdiction.
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, will constitute 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, will be 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
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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
M-1 Certificates, Class M-2 Certificates, Class M-3
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
