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): August 31, 1998
Merrill Lynch Mortgage Investors, Inc., (as depositor under the Pooling
and Servicing Agreement,
dated as of August 1, 1998,
providing for the issuance of the Merrill Lynch Mortgage Investors, Inc.,
Mortgage Loan Pass-Through Certificates, Series 1998-1).
MERRILL LYNCH MORTGAGE INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-39127 13-5674085
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(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
250 Vesey Street
World Financial Center,
North Tower
New York, New York 10281
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 449-1000
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<PAGE>
Item 5. Other Events.
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Filing of Certain Materials
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In connection with the issuance of Merrill Lynch Mortgage Investors, Inc.,
Mortgage Loan Pass-Through Certificates, Series 1998-1 (the "Certificates"),
Merrill Lynch Mortgage Investors, Inc. is filing herewith an opinion of counsel
relating to the characterization of the Certificates for federal income tax
purposes. The opinion is annexed hereto as Exhibit 8.1
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood llp with respect to Tax Matters.
____________________
* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated June 22, 1998 and prospectus
supplement dated August 24, 1998, of Merrill Lynch Mortgage Investors, Inc.,
relating to its Mortgage Loan Pass-Through Certificates, Series
1998-1.
<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 hereunto duly authorized.
MERRILL LYNCH MORTGAGE INVESTORS,
INC.
By: /s/ Peter Cerwin
-----------------------------
Peter Cerwin
Vice President
Dated: August 31, 1998
<PAGE>
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood llp with respect to
Tax matters 5
<PAGE>
Exhibit 8.1
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BROWN & WOOD llp
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
August 28, 1998
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
World Financial Center
North Tower
New York, New York 10281
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Re: Merrill Lynch Mortgage Investors, Inc.
Mortgage Loan Pass-Through Certificates
Series 1998-1
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Dear Sirs:
We have acted as counsel for you as the purchaser (the "Underwriter")
under the underwriting agreement (the "Underwriting Agreement"), dated August
24, 1998, by and between Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation ("MLMI") and the Underwriter, relating to the sale by MLMI and the
purchase by you of $131,916,970 aggregate principal amount of Merrill Lynch
Mortgage Investors, Inc Mortgage Loan Pass-Through Certificates, Series 1998-1,
Class A-1, Class A-2, Class A-3, Class X, Class PO, Class R, Class M-1 and Class
M-2A (the "Designated Certificates"). The Designated Certificates were issued
together with Merrill Lynch Mortgage Investors, Inc. Mortgage Loan Pass-Through
Certificates, Series 1998-1, Class M-2B, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates (together with the Designated Certificates, the
"Certificates"), representing in the aggregate the entire beneficial interest in
a Trust Fund (the "Trust Fund"), pursuant to a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of August 1, 1998, among MLMI,
as depositor, Litton Loan Servicing, Inc., as servicer, and The First National
Bank of Chicago, as trustee (the "Trustee"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed in the Pooling and
Servicing Agreement.
As your counsel, we have examined such documents and records as we have
deemed appropriate, including the following:
1. A signed copy of the Underwriting Agreement.
2. A signed copy of registration statement No. 333-39127 filed by MLMI
on Form S-3 with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Act") (the term
"Registration Statement" shall mean the registration statement in the form
in which the most recent post-effective amendment thereto became effective
under the Act).
3. The prospectus dated June 22, 1998 (the "Basic Prospectus") and the
supplement thereto dated August 24, 1998 (the "Prospectus Supplement")
relating to the offering of the Designated Certificates in the form in
which the Basic Prospectus and the Prospectus Supplement were filed with
the Commission pursuant to Rule 424 of the rules and regulations of the
Commission under the Act (the Base Prospectus as supplemented by the
Prospectus Supplement is hereinafter referred to as the "Prospectus").
4. A signed copy of the Pooling and Servicing Agreement.
In addition, we have made such investigations of such matters of law
as we deemed appropriate as a basis for the opinions expressed below.
Further, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals. As to any facts
material to the following opinions which we did not independently establish
or verify, we have relied upon statements and representations of the
responsible officers and other representatives of the Depositor and of
public officials and agencies. We have, for purposes of rendering the
opinions, also relied on certain factual, numerical and statistical
information which is based on the assumptions used in pricing the
Certificates.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of the Closing Date, the REMIC will qualify as a
"real estate mortgage investment conduit" ("REMIC") within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended (the "Code").
The Certificates (other than the Class R Certificates) will represent
beneficial ownership of a corresponding class of "regular interests" issued
by the REMIC. The Class R Certificates will represent the beneficial
ownership of the "residual interests" in the REMIC.
The opinions set forth herein are based upon the existing provisions
of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such
changes may be retroactive in application and could modify the legal
conclusions upon which such opinions are based. The opinions expressed
herein are limited as described above, and we do not express an opinion on
any other legal or income tax aspect of the transactions contemplated by
the documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the
United States. This opinion will not be updated for subsequent changes or
modifications to the law and regulations or to the judicial and
administrative interpretations thereof, unless we are specifically engaged
to do so. This opinion is rendered only to those to whom it is addressed
and may not be relied on in connection with any transactions other than the
transactions contemplated herein. The opinion may not be relied upon for
any other purpose, or relied upon by any other person, firm or corporation
for any purpose, without our prior written consent.
Very truly yours,
/s/ Brown & Wood llp
