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)
DECEMBER 16 , 1996
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 333-16511 13-3526694
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) ID Number)
ONE NEW YORK PLAZA, NEW YORK, NEW YORK 10292
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: (212) 214-7435
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 MBIA Insurance
Corporation and the opinion of Stroock & Stroock & Lavan as to certain tax
matters.
Item 7. EXHIBITS
EXHIBIT NO.
8.1 Opinion of Stroock & Stroock & Lavan regarding certain tax matters
23.2 Consent of Coopers & Lybrand, L.L.P.
<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.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ Len Blum
Name: Len Blum
Title: Vice President
Dated: December 16 , 1996
EXHIBIT 8.1
December 16, 1996
Prudential Securities Secured
Financing Corporation
One New York Plaza, 14th Floor
New York, NY 10292
Re: Prudential Securities Secured Financing Corporation
Registration Statement on Form S-3
(NO. 333-16511)
Ladies and Gentlemen:
We have acted as counsel for Prudential Securities Secured Financing Corporation
("Prudential") in connection with the issuance of $55,000,000 aggregate
principal amount of Life Financial Services Trust 1996-1, Mortgage Pass-Through
Certificates, Series 1996-1, Class A (the "Certificates"). A Registration
Statement on Form S-3 relating to the Certificates (No. 333-16511) (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 December 4, 1996. As set forth in the Prospectus
dated December 16, 1996 forming a part of the Registration Statement and the
Prospectus Supplement dated December 16, 1996, the Certificates will be issued
by a trust established by Prudential pursuant to the provisions of a Pooling and
Servicing Agreement dated as of November 30, 1996 (the "Pooling and Servicing
Agreement") among Prudential, as Depositor, Life Savings Bank, Federal Savings
Bank, as Servicer, and Norwest Bank Minnesota, National Association, as Trustee
and Back-up Servicer.
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," 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 Prudential 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.
Very truly yours,
/s/ Stroock & Stroock & Lavan
STROOCK & STROOCK & LAVAN
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated January 22, 1996, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1995 and 1994 and for the three years ended December 31, 1995. We also consent
to the reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
December 16, 1996
New York, New York
