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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 25, 1999
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
Filing of Legality and Tax Opinions
Attached as Exhibit 99.1 is the opinion of Morgan, Lewis &
Bockius LLP with respect to legality of the Company's Series 1999-S2 Multi-Class
Mortgage Pass-Through Certificates and certain tax matters relating thereto.
ITEM 7. Financial Statements and Exhibits
(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
February 25, 1999
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
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(99.1) Legal Opinion
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February 25, 1999
Chase Mortgage Finance Corporation
343 Thornall Street
Edison, NJ 08837
Re: Chase Mortgage Finance Corporation - Multi-Class
Mortgage Pass-Through Certificates, Series 1999-S2
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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 $450,001,605 in
aggregate principal amount of Multi-Class Mortgage Pass-Through Certificates,
Series 1999-S2 (the "Certificates"). The Certificates are issued under the terms
of a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of February 1, 1999, by and among the Company, Chase Manhattan Mortgage
Corporation, as Servicer and Citibank, N.A., as Trustee. The Offered
Certificates will be purchased by Chase Securities Inc. (the "Underwriter") for
resale to the public pursuant to an Underwriting Agreement dated June 17, 1998,
and a Terms Agreement dated February 19, 1999 (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 January 21, 1999 and the Prospectus Supplement (the
"Prospectus Supplement") dated February 19, 1999 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
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Chase Mortgage Finance Corporation
February 25, 1999
Page 2
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.
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, the Trust Fund will qualify as a REMIC as of the Closing
Date and 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.
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Chase Mortgage Finance Corporation
February 25, 1999
Page 3
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
