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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, 2000
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 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/ Matthew R. Bollo
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Name: Matthew R. Bollo
Title: Assistant Vice President
Dated: February 24, 2000
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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]
February 24, 2000
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 2000-LB1
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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 sale of certain mortgage loans
(the "Mortgage Loans") by Long Beach Mortgage Company as seller ("Long Beach")
to the Depositor pursuant to the Mortgage Loan Purchase Agreement, dated
February 23, 2000 (the "Purchase Agreement"), between Long Beach and the
Depositor, and (ii) the issuance of Floating Rate Mortgage Pass-Through
Certificates, Series 2000-LB1 (the "Certificates"), pursuant to the Pooling and
Servicing Agreement, dated as of February 1, 2000 (the "Pooling and Servicing
Agreement") among the Depositor as depositor, Long Beach as master servicer (the
"Master Servicer") and Norwest Bank Minnesota, National Association as trustee
(the "Trustee"). In consideration for its purchase of the Mortgage Loans, the
Depositor will deliver to Long Beach immediately available funds and will
deliver the Class CE Certificates, the Class P Certificates, the Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates to a
wholly-owned bankruptcy remote affiliate of Long Beach. The Depositor will sell
the Class A Certificates, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates to Salomon Smith Barney Inc. (the
"Underwriter") for offer and sale pursuant to the terms of an Underwriting
Agreement, dated February 23, 2000 (the "Underwriting Agreement"), between the
Depositor and the Underwriter. The Purchase Agreement, the Pooling and Servicing
Agreement and the Underwriting Agreement together, are hereinafter collectively
referred to as the "Agreements". Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreements.
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
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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
otherwise 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 or
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 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
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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
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 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
the REMIC Provisions of the Code, 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, the Class M-2
Certificates, the Class M-3 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. This opinion confirms and adopts the opinion set
forth in the Registration Statement.
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We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Certain Federal Income Tax Consequences" and "Legal Matters", 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/ Richard M. Horowitz
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