SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 1997
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-7569 13-3416059
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) ID Number)
250 Vesey Street, World Financial Center
North Tower - 10th Floor, New York, New York 10281-1310
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, (212) 449-1000
including area code:
No Change
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
This Current Report on Form 8-K is being filed to file the consent of
Coopers & Lybrand, L.L.P., independent public accountants to Financial Security
Assurance Inc. and the opinion and consent of Stroock & Stroock & Lavan LLP as
to certain tax matters.
Item 7. EXHIBITS
EXHIBIT
NO.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding
certain tax matters
23.1 Consent of Coopers & Lybrand, L.L.P.
23.1 Consent of Stroock & Stroock & Lavan LLP (included
in Exhibit 8.1)
<PAGE>
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.
MERRILL LYNCH MORTGAGE INVESTORS, INC.
By: /S/ PETER CERWIN
Name: Peter Cerwin
Title: Vice President
Dated: February 24, 1997
EXHIBIT 8.1
February 20, 1997
Merrill Lynch Mortgage Investors, Inc.
Re: Merrill Lynch Mortgage Investors, Inc.
Registration Statement on Form S-3 (No. 333-7569)
Dear Ladies and Gentlemen:
We have acted as counsel for Merrill Lynch Mortgage Investors, Inc. (the
"Depositor") in connection with the issuance of $112,644,000 aggregate principal
amount of Mortgage Loan Asset-Backed Certificates, Series 1997-FF1 (the
"Certificates"). A Registration Statement on Form S-3 relating to the
Certificates (No. 333-7569) (the "Registration Statement") has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), and was declared effective on September 26,
1996. As set forth in the Prospectus dated February 13, 1997 forming a part of
the Registration Statement and the Prospectus Supplement dated February 20,
1997, the Certificates will be issued by a trust established by the Depositor
pursuant to the provisions of a Pooling and Servicing Agreement, dated as of
February 1, 1997 (the "Pooling and Servicing Agreement"), among the Depositor,
as Depositor, First Franklin Financial Corporation, as Master Servicer, Option
One Mortgage Corporation, as Servicer and Texas Commerce Bank National
Association, as Trustee.
We have examined a form of the Pooling and Servicing Agreement, a form of the
Certificates, and a form of the Prospectus and Prospectus Supplement referred to
above. We also have examined such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis for the opinions
hereinafter expressed. In our examination of such material, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of copies of documents
submitted to us.
On the basis of the foregoing, we are of the opinion that the information in the
Prospectus Supplement under the caption "Certain Federal Income Tax
Considerations," and in the Prospectus under the caption "Certain Federal Income
Tax Consequences -- REMICs," to the extent that it constitutes matters of law or
legal conclusions, is correct in all material respects.
This opinion is based on current provisions of the Internal Revenue Code of
1986, as amended, the Treasury regulations promulgated thereunder, and judicial
and administrative interpretations thereof.
Except as provided below, this opinion is solely for the benefit of the
addressee hereof and may not be relied upon in any manner by any other person or
entity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in the Prospectus Supplement,
and to the filing of this opinion as an exhibit to an application made by or on
behalf of the Underwriter or any dealer in connection with the registration of
the Certificates under the securities or blue sky laws of any state or
jurisdiction. In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulations of the Securities and
Exchange Commission thereunder.
Sincerely,
/s/ STROOCK & STROOCK & LAVAN LLP
STROOCK & STROOCK & LAVAN LLP
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement dated
February 20, 1997 (to Prospectus dated February 13, 1997) of First Franklin
Financial Corporation, relating to Mortgage Loan Asset Backed Certificates,
Series 1997-FF1 of our report dated January 17, 1996 on our audits of the
consolidated financial statements of Financial Security Assurance Inc. and
Subsidiaries as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995. We also consent to the reference to our
Firm under the caption "Experts".
COOPERS & LYBRAND L.L.P.
New York, New York
February 20, 1997
