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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 29, 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 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.
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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.
Dated: March 29, 2000
SALOMON BROTHERS MORTGAGE
SECURITIES VII, INC.
By:/s/ Dave Reedy
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Name: Dave Reedy
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
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[Letterhead of Thacher Proffitt & Wood]
March 30, 2000
Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048
Opinion: Underwriting Agreement
Salomon Brothers Mortgage Securities VII, Inc.,
Mortgage Pass-Through Certificates, Series 2000-1
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Ladies and Gentlemen:
We have acted as counsel to Salomon Brothers Realty Corp. (the
"Seller") and Salomon Brothers Mortgage Securities VII, Inc. (the "Depositor")
in connection with (i) the Mortgage Loan Purchase Agreement, dated March 27,
2000 (the "Mortgage Loan Purchase Agreement"), between the Seller and the
Depositor (ii) the Pooling and Servicing Agreement, dated as of March 1, 2000
(the "Pooling and Servicing Agreement"), among the Depositor, Citicorp Mortgage,
Inc. as master servicer (in such capacity, the "Master Servicer") and as trust
administrator (in such capacity, the "Trust Administrator"), U.S. Bank Trust
National Association as Co-trustee and U.S. Bank National Association (the
"Trustee") and the certificates issued pursuant thereto designated as Mortgage
Pass- Through Certificates, Series 2000-1 (collectively, the "Certificates"),
(iii) the Underwriting Agreement, dated March 27, 2000 (the "Underwriting
Agreement"), between the Depositor and the Underwriter pursuant to which certain
Certificates were sold (collectively, the "Underwritten Certificates"), (iv) the
Prospectus Supplement, dated March 27, 2000 (the "Prospectus Supplement") and
the Prospectus to which it relates, dated November 8, 1999 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus), and (vi)
the Private Placement Memorandum, dated March 27, 2000 (the "Private Placement
Memorandum"). The Mortgage Loan 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 the conformity
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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 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, 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 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
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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
and REMIC II 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 Certificates (other than the Residual Certificates) will
represent ownership of "regular interests" in REMIC II and
will generally be treated as debt instruments of REMIC II and
the Class R-II Certificates will constitute the sole class of
"residual certificates" in REMIC II, 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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