- --------------------------------------------------------------------------------
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) May 27, 1998
DLJ MORTGAGE ACCEPTANCE CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-51537 13-3460894
-------- ----------- -----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
277 Park Avenue
New York, New York 10172
-------------------- ------
(Address of Principal (Zip Code)
Executive Offices
Registrant's telephone number, including area code (212) 892-3000
---------------
- --------------------------------------------------------------------------------
Item 5. Other Events.
Incorporation of Certain Documents by Reference
- -----------------------------------------------
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933,
DLJ Mortgage Acceptance Corp. (the "Registrant") will incorporate by reference
certain opinions of Brown & Wood LLP, dated May 26, 1998 into the Registrant's
registration statement (File No. 333-51537) required by Item 601 of Regulation
S-K.
Item 7. Financial Statements, Pro Forma Financial
- ------ -----------------------------------------
Information and Exhibit`s.
--------------------------
Exhibit 8. Not applicable.
Exhibit 8. Not applicable.
Exhibit 8. Exhibits:
Exhibit 5.3 Opinion of Brown & Wood LLP, Re: Legality
Exhibit 8.3 Opinion of Brown & Wood LLP, Re: Tax Matters
Exhibit 23.3 Consent of Brown & Wood LLP
(included in Exhibit 5.3 and Exhibit 8.3)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
DLJ MORTGAGE ACCEPTANCE CORP.
By: /s/ Shannon Smith
-----------------
Senior Vice President
Dated: May 27, 1998
Exhibit Index
Exhibit Page
- ------- ----
5.3 Opinion of Brown & Wood LLP, Re: Legality
8.3 Opinion of Brown & Wood LLP, Re: Tax Matters
EXHIBIT 5.3
[BROWN & WOOD LLP LETTERHEAD]
May 27, 1998
DLJ Mortgage Acceptance Corp.
277 Park Avenue
New York, New York 10172
Re: DLJ Mortgage Acceptance Corp.
Registration Statement on Form S-3
(Registration No. 333-51537)
----------------------------------0
Ladies and Gentlemen:
We have acted as counsel for DLJ Mortgage Acceptance Corp., a Delaware
corporation (the "Company"), in connection with the registration statement on
Form S-3 (the "Registration Statement") relating to the Securities (defined
below) and with the authorization and issuance from time to time in one or more
series (each, a "Series") of up to $750,000,000 aggregate principal amount of
Mortgage Pass-Through Certificates (the "Certificates") and Mortgage-Backed
Notes (the "Notes," and together with the Certificates, the "Securities"). As
set forth in the Registration Statement, each Series of Securities will be
issued under and pursuant to the conditions of a separate pooling and servicing
agreement or indenture (each, an "Agreement") among the Company, a trustee (the
"Trustee") and, where appropriate, one or more servicers (the "Servicer"), each
to be identified in the prospectus supplement for such Series of Securities.
We have examined copies of the Company's Certificate of Incorporation,
the Company's By-laws and forms of each Agreement, as filed or incorporated by
reference as exhibits to the Registration Statement, and the forms of Securities
included in any Agreement so filed or incorporated by reference in the
Registration Statement and such other records, documents and statutes as we have
deemed necessary for purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement relating to a Series of Securities has been duly
and validly authorized by all necessary action on the part of the Company and
has been duly executed and delivered by the Company, the Servicer, if any, the
Trustee and any other party thereto, such Agreement will constitute a legal,
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors' rights
generally or by general equity principles.
2. When a Series of Securities has been duly authorized by all
necessary action on the part of the Company (subject to the terms thereof being
otherwise in compliance with applicable law at such time), duly executed and
authenticated by the Trustee for such Series in accordance with the terms of the
related Agreement and issued and delivered against payment therefor as described
in the Registration Statement, such Series of Securities will be legally and
validly issued, fully paid and nonassessable, and the holders thereof will be
entitled to the benefits of the related Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York (excluding
choice of law principles therein) and the federal laws of the United States of
America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement,
without admitting that we are "experts" within the meaning of the Securities Act
of 1933, as amended, or the Rules and Regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/Brown & Wood LLP
Exhibit 8.3
[Brown & Wood LLP Letterhead]
May 27, 1998
DLJ Mortgage Acceptance Corp.
277 Park Avenue
New York, New York 10172
Re: DLJ Mortgage Acceptance Corp.
Registration Statement on Form S-3
(Registration No. 333-51537)
Ladies and Gentlemen:
We have acted as special tax counsel for DLJ Mortgage Acceptance Corp., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3, as amended (the "Registration Statement"), referred to
above relating to $750,000,000 aggregate principal amount of Mortgage
Pass-Through Certificates (the "Certificates") and Mortgage-Backed Notes (the
"Notes", and together with the Certificates, the "Securities") issuable in
series (each a "Series"). The Registration Statement has been filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
As set forth in the Registration Statement, each Series of Certificates will be
issued under and pursuant to the conditions of a separate pooling and servicing
agreement or indenture (each an "Agreement") among the Company, a trustee and,
where appropriate, one or more servicers to be identified in the prospectus
supplement for such Series (the "Trustee" and the "Servicer" for such Series,
respectively).
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and such other records, documents and instruments as we have
deemed necessary for the purposes of this opinion.
In arriving at the opinion expressed below, we have assumed that each
Pooling Agreement will be duly authorized by all necessary corporate action on
the part of the Company, the Trustee, the Servicer, if any, and any other party
thereto and will be duly executed and delivered by the Company, the Trustee, the
Servicer, if any, and any other party thereto substantially in the form filed as
an exhibit to the Registration Statement; that each Series of Certificates will
be duly executed and delivered in substantially the forms set forth in the
related Agreement filed as an exhibit to the Registration Statement; that
Certificates will be sold as described in the Registration Statement; and we
have relied upon the documents referred to above (the "Documents"). We have
assumed that all parties had the corporate power and authority to enter into and
perform all obligations thereunder, and we have also assumed the due
authorization by all requisite corporate actions, the due execution and delivery
and the validity and binding effect and enforceability of such Documents. We
have made investigations of such matters of law and fact as we have considered
necessary or appropriate for the purpose of this opinion.
Our opinion is also based on the assumption that there are no agreements or
understandings with respect to the transactions contemplated in the Documents
other than those contained in the Documents. Furthermore, our opinion is based
on the assumption that all parties to the Documents will comply with the terms
thereof, including all tax reporting requirements contained therein.
As special tax counsel to the Company, we have advised the Company with
respect to certain federal income tax aspects of the proposed issuance of each
Series of Certificates pursuant to the related Agreement. Such advice has formed
the basis for the description of selected federal income tax consequences for
holders of such Securities that appears under the heading "Certain Federal
Income Tax Consequences" in the Prospectus forming a part of the Registration
Statement. Such description does not purport to discuss all possible federal
income tax ramifications of the proposed issuance of the Securities, but with
respect to those federal income tax consequences which are discussed, in our
opinion, the description is accurate in all material respects.
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 is rendered as of the date hereof and we undertake no obligation to
update this opinion or advise you of changes in the event there is any change in
legal authorities, facts, assumptions or Documents on which this opinion is
based (including the taking of any action by any party to the Documents pursuant
to any opinion of counsel or a waiver), or any inaccuracy in any of the
representations, warranties or assumptions upon which we have relied in
rendering this opinion, 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.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Certain Federal Income Tax Consequences" in the Prospectus forming a part of
the Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act of 1933, as amended, 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,
/s/Brown & Wood LLP
