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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): September 29, 1998
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Chase Mortgage Finance Corporation
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(Exact name of registrant specified in Charter)
Delaware 333-56081 52-1495132
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
343 Thornall Street
Edison, NJ 08837
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (732) 205-0600
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(Former name and former address, if changed since last report)
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ITEM 5. Other Events
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Filing of Legality and Tax Opinions
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Attached as Exhibit 99.1 is the opinion of Morgan, Lewis &
Bockius LLP with respect to legality of the Company's Series 1998-AS2
Multi-Class Mortgage Pass-Through Certificates and certain tax matters
relating thereto.
ITEM 7. Financial Statements and Exhibits
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(99.1) Legal Opinion
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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.
CHASE MORTGAGE FINANCE
CORPORATION
September 29, 1998
By: /s/ Eileen A. Lindblom
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Name: Eileen A. Lindblom
Title: Vice President
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INDEX TO EXHIBITS
Exhibit No. Description Page
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(99.1) Legal Opinion 5
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September 29, 1998
Chase Mortgage Finance Corporation
343 Thornall Street
Edison, NJ 08837
Re: Chase Mortgage Finance Corporation - Multi-Class
Mortgage Pass-Through Certificates, Series 1998-AS2
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Ladies and Gentlemen:
We have acted as counsel for Chase Mortgage Finance Corporation (the
"Company"), in connection with the sale by the Company of approximately
$265,000,078.21 in aggregate principal amount of Multi-Class Mortgage
Pass-Through Certificates, Series 1998-AS2 (the "Certificates"). The
Certificates are issued under the terms of a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as of September 1, 1998, by and
among the Company, Chase Manhattan Mortgage Corporation, as Servicer and
Citibank, N.A., as Trustee. The Offered Certificates will be purchased by
Credit Suisse First Boston Corporation (the "Underwriter") for resale to the
public pursuant to an Underwriting Agreement dated May 20, 1998, and a Terms
Agreement dated September 23, 1998 (together, the "Underwriting Agreement"),
each by and between the Company and the Underwriter. Capitalized terms used
and not defined herein have the meanings given to them in the Prospectus
Supplement.
We have examined a signed copy of the Registration Statement on Form S-3 (No.
333-56081) filed by the Company with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"1933 Act"), in the form in which it initially became effective (the
"Registration Statement") and as amended to the date hereof, and the Company's
Prospectus (the "Prospectus") dated September 21, 1998 and the Prospectus
Supplement (the "Prospectus Supplement") dated September 23, 1998 relating to
the Offered Certificates. We also have examined the originals or copies,
certified or otherwise identified to our satisfaction, of all such records of
the Company and all such agreements, certificates of public officials,
certificates of officers or representatives of the Company and others, and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein, including, without
limitation, (i) the Restated Certificate of Incorporation of the Company; (ii)
the By-Laws of the Company; (iii) copies of certain unanimous consents adopted
by the Board of Directors of the Company authorizing the issuance and sale of
the Certificates and purchase of the Mortgage Loans; (iv) the Pooling and
Servicing Agreement; (v) the forms of the Class A Certificates, the Class M
Certificates and the Class B Certificates and (vi) the Underwriting Agreement.
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Chase Mortgage Finance Corporation
September 29, 1998
Page 2
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity of
all documents submitted to us as certified or photostatic copies to the
original documents and the authenticity of such documents. We have assumed
that any documents executed by any party other than the Company are the legal,
valid and binding obligation of such party. As to any facts material to the
opinions expressed herein that we did not establish independently or verify,
we have relied upon the truth, accuracy and completeness of the statements and
representations of the Company, its officers and other representatives, the
Trustee and others. Whenever the phrase "to the best of our knowledge" or "of
which we are aware" is used herein, it refers in each case to the actual
knowledge of the attorneys of this firm involved in the representation of the
Company in this transaction.
We express no opinion as to the effect of the laws of any jurisdiction other
than the laws of the State of New York, the General Corporation Law of the
State of Delaware and the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Certificates have been duly authorized and, when
executed and authenticated as specified in the Pooling and Servicing Agreement
and delivered and paid for, will be validly issued, fully paid, nonassessable
and entitled to the benefits of the Pooling and Servicing Agreement.
(ii) Assuming (a) ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement and (b) the filing of
elections, in accordance with the Pooling and Servicing Agreement, to be
treated as a "real estate mortgage investment conduit" (a "REMIC") pursuant to
Section 860D of the Internal Revenue Code of 1986, as amended (the "Code") for
Federal income tax purposes, each of the Master REMIC and the Subsidiary REMIC
will qualify as a REMIC as of the Closing Date and each will continue to
qualify as a REMIC for so long as it complies with amendments after the date
hereof to any applicable provisions of the Code and applicable Treasury
Regulations.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and the related prospectus under the heading "Legal Matters",
without admitting that we are "experts" within the meaning of the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder with respect to any part of the Registration Statement including
this Exhibit.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
