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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): May 21, 1999
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-62671 56-1643598
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One First Union Center
Charlotte, North Carolina 28228-0600
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (704) 374-6828
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<PAGE>
Item 5. Other Events.
Incorporation of Certain Documents by Reference
Pursuant to Rule 411 of Regulation C under the Securities Act of 1933,
First Union Commercial Mortgage Securities, Inc. (the "Registrant") will
incorporate by reference certain opinions of Brown & Wood LLP, dated May 21,
1999 into the Registrant's registration statement (File No. 333-62671)
required by Item 601 of Regulation S-K.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Brown & Wood LLP re Legality
8.1 Opinion of Brown & Wood LLP re Tax Matters
23.1 Consent of Brown & Wood LLP (included in Exhibit 5.1
and Exhibit 8.1)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRST UNION COMMERCIAL
MORTGAGE SECURITIES, INC.
By: /s/ Craig Lieberman
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Name: Craig Lieberman
Title: Vice President
Dated: May 21, 1999
<PAGE>
Exhibit Index
Exhibit Page
5.1 Opinion of Brown & Wood LLP re Legality 6
8.1 Opinion of Brown & Wood LLP re Tax Matters 8
23.1 Consent of Brown & Wood LLP (including in Exhibit 5.1
and 8.1)
<PAGE>
EXHIBIT 5.1
BROWN & WOOD LLP
ONE TRADE WORLD CENTER
NEW YORK, N.Y. 10048-0557
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
May 21, 1999
First Union Commercial Mortgage Securities, Inc.
One First Union Center
Charlotte, North Carolina 28228-06000
Re: First Union Commercial Mortgage Securities, Inc.,
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to First Union Commercial Mortgage Securities, Inc.,
a North Carolina corporation (the "Registrant"), in connection with the
Registration Statement (File No. 333-62671) on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on January 8, 1999 for the
registration under the Act of Commercial Mortgage Pass-Through Certificates
(the "Certificates"). Each series of such Certificates will be issued pursuant
to a separate pooling and servicing agreement (the "Pooling and Servicing
Agreement"), among the Registrant, a trustee, a master servicer or servicer
and/or a special servicer, each to be identified in the prospectus supplement
for such series of Certificates.
We have made such investigation of law as we deem appropriate and have
examined the proceedings heretofore taken and are familiar with the procedures
proposed to be taken by the Registrant in connection with the authorization,
issuance and sale of such Certificates.
Based on the foregoing, we are of the opinion that:
(i) When each Pooling and Servicing Agreement in respect of which we have
participated as your counsel has been duly authorized by all necessary
corporate action and has been duly executed and delivered, it will constitute
a valid and binding obligation of the Registrant enforceable in accordance
with its terms, subject to applicable bankruptcy, reorganization, insolvency
and similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and
(ii) When the issuance, execution and delivery of the Certificates in respect
of which we have participated as your counsel have been duly authorized by all
necessary corporate action, and when such Certificates have been duly
executed, authenticated and delivered and sold as described in the
Registration Statement, such Certificates will be legally and validly issued
and the holders of such Certificates will be entitled to the benefits provided
by the Pooling and Servicing Agreement pursuant to which such Certificates
were issued.
In rendering the foregoing opinions, we have assumed the accuracy and
truthfulness of all public records of the Registrant and of all
certifications, documents and other proceedings examined by us that have been
executed or certified by officials of the Registrant acting within the scope
of their official capacities and have not verified the accuracy or
truthfulness thereof. We have also assumed the genuineness of the signatures
appearing upon such public records, certifications, documents and proceedings.
In addition, we have assumed that each such Pooling and Servicing Agreement
and the related Certificates will be executed and delivered in substantially
the form filed as exhibits to the Registration Statement, and that such
Certificates will be sold as described in the Registration Statement. We
express no opinion as to the laws of any jurisdiction other than the laws of
the State of New York and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus and the Prospectus Supplement forming a part
of the Registration Statement, without implying or 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,
BROWN & WOOD LLP
<PAGE>
EXHIBIT 8.1
BROWN & WOOD LLP
ONE TRADE WORLD CENTER
NEW YORK, N.Y. 10048-0557
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
May 21, 1999
First Union Commercial Mortgage Securities, Inc.
One First Union Center
Charlotte, North Carolina 28228-06000
Re: First Union Commercial Mortgage Securities, Inc.,
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to First Union Commercial Mortgage Securities, Inc.,
a North Carolina corporation (the "Registrant"), in connection with the
issuance and sale of its Commercial Mortgage Pass-Through Certificates that
evidence interests in certain pools of mortgage loans (the "Certificates").
Each series of Certificates will be issued pursuant to a Pooling and Servicing
Agreement among the Registrant, a trustee, a master servicer or servicer
and/or a special servicer, each to be specified in the Prospectus Supplement
for such series of Certificates. We have advised the Registrant with respect
to certain federal income tax consequences of the proposed issuance of the
Certificates. This advice is summarized under the headings "Summary of
Prospectus -- Tax Status of the Certificates" and "Material Federal Income Tax
Consequences" in the Prospectus and "Summary of Prospectus Supplement --
Material Federal Income Tax Consequences" and "Material Federal Income Tax
Consequences" in the Prospectus Supplement relating to the Certificates in
respect of which we participated as your counsel, all as part of the
Registration Statement (File No. 333-62671)on Form S-3 (the "Registration
Statement"), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on January 8, 1999 for the
registration of such Certificates under the Act. The information set forth in
the Prospectus and the Prospectus Supplement under the captions "Summary of
Prospectus -- Tax Status of the Certificates" and "Material Federal Income Tax
Consequences" and "Summary of Prospectus Supplement -- Material Federal Income
Tax Consequences" and "Material Federal Income Tax Consequences", to the
extent that it constitutes matters of law or legal conclusions, is correct in
all material respects.
<PAGE>
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to a reference to this firm (as counsel to the
Registrant) under the heading "Certain Federal Income Tax Consequences" in the
Prospectus forming a part of the Registration Statement, without implying or
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 this Registration Statement, including this exhibit.
Very truly yours,
BROWN & WOOD LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 21, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Union Commercial Mortgage Securities, Inc.
First Union National Bank - Chase Manhattan Bank
Commercial Mortgage Pass-Through Certificates, Series 1999-C2
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Ladies and Gentlemen:
On behalf of First Union Commercial Mortgage Securities, Inc. (the
"Company"), we attach herewith for filing, pursuant to the Securities Exchange
Act of 1934, as amended, the Company's Current Report on Form 8-K, for (i)
Exhibit 5.1 (the Opinion of Brown & Wood LLP re Legality) to Registration
Statement on Form S-3 (File No. 333-62671, the "Registration Statement"), (ii)
Exhibit 8.1 to Registration Statement, the Opinion of Brown & Wood LLP re Tax
Matters and (iii) Exhibit 23.1 to Registration Statement, the Consent of Brown
& Wood LLP, in connection with the above-referenced transaction.
Very truly yours,
/s/ TaeHun Kim
TaeHun Kim
Attachment
