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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): September 18, 1997
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Chevy Chase Bank, F.S.B.
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(Exact Name of registrant as specified in its charter)
United States 333-21707 52-0897004
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(State or other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8401 Connecticut Avenue, Chevy Chase, Maryland 20815
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code: (301) 986-7000
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
In connection with the offering of 6.20% Auto Receivables Backed
Certificates, Class A, of which Chevy Chase Auto Receivables Trust, 1997-3 is
the issuer as described in a Prospectus Supplement dated as of September 18,
1997 to the Prospectus dated September 17, 1997, an
opinion of counsel to the issuer was delivered concerning the legality
of the Certificates to the incorporation by reference of certain financial
statements of the certificate insurer in the Prospectus Supplement and the
reference to such firm therein under the caption "Experts."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits;
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
(8) Opinion re legality
5.4 Opinion of Shaw, Pittman, Potts & Trowbridge re
legality, including consent of Shaw, Pittman, Potts &
Trowbridge
(23) Consents of Experts and Counsel
23.3 Consent of Coopers & Lybrand L.L.P.
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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 hereunto duly authorized.
CHEVY CHASE BANK, F.S.B.
Date: September 18, 1997 By: /s/ Mark A. Holles
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Mark A. Holles,
Vice President
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Exhibit Index
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Exhibit Page
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5.4 Opinion of Shaw, Pittman, Potts & Trowbridge 5
re legality
23.3 Consent of Coopers & Lybrand L.L.P. 7
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Exhibit 5.4
SHAW PITTMAN
POTTS & TROWBRIDGE
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2300 N Street, N.W.
Washington, D.C. 20037-1128
202.663.8000
Facsimile 202.663.8007
September 18, 1997
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20185
Re: Chevy Chase Auto Receivables Trust 1997-3
Auto Receivables Backed Certificates, Class A
Registration Statement on Form S-3
(Registration No. 333-21707)
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Dear Sirs:
We have acted as counsel to Chevy Chase Bank, F.S.B. (the "Company") in
connection with the issuance of the 6.20% Chevy Chase Auto Receivables Trust
1997-3, Auto Receivables Backed Certificates, Class A (the "Certificates") under
the above-referenced Registration Statement on Form S-3, as amended by Amendment
No. 1 thereto ("Amendment No. 1" and together with such Registration Statement,
the "Registration Statement") declared effective by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act") at 4:30 p.m.
Eastern Time on March 11, 1997. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling Agreement"), a form of which has
been filed as Exhibit 4.4 to the Registration Statement, to be entered into
between the Company, as seller and servicer, and U.S. Bank National Association,
doing business as First Bank National Association, as trustee (the "Trustee").
We have examined and relied upon the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
the Company and such other instruments and other certificates of public
officials, officers and representatives of the Company and such other person,
and we have made such investigations of law as we have deemed appropriate as a
basis for the opinions expressed below.
The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors
rights generally and to general equity principles.
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Chevy Chase Bank, F.S.B.
September 18, 1997
Page 2
We are admitted to the bar of the State of New York and we express no
opinion as to the laws of any other jurisdiction except as to matters that are
governed by Federal law or the laws of the State of New York. All opinions set
forth herein are based on laws, regulations and policy guidelines currently in
force and may be affected by future regulations.
Based upon the foregoing, we are of the opinion that:
1. When the Pooling and Servicing Agreement has been duly authorized by
all necessary action and duly executed and delivered by the Company, as seller
and servicer, and the Trustee, the Pooling and Servicing Agreement will be a
valid and legally binding obligation of the Company; and
2. When the Pooling and Servicing Agreement has been duly authorized by
all necessary action and duly executed and delivered by the Company, as seller
and servicer, and the Trustee, and when the Certificates have been duly executed
and authenticated in accordance with the provisions of the Pooling and Servicing
Agreement, and issued and sold as contemplated in the Registration Statement and
the Prospectus, as amended or supplemented and delivered pursuant to Section 5
of the Act in connection therewith, such Certificates will be legally and
validly issued, fully paid and nonassessable, and the holders of such
Certificates will be entitled to the benefits of the Pooling and Servicing
Agreement.
We hereby consent to the filing of this option as an Exhibit to the
Registration Statement and to the reference to Shaw, Pittman, Potts & Trowbridge
in the Prospectus Supplement constituting a part of such Registration Statement
under the caption "Legal Matters."
Very truly yours,
/s/ Shaw, Pittman, Potts & Trowbridge
Shaw, Pittman, Potts & Trowbridge
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Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Prospectus Supplement of
Chevy Chase Auto Receivables Trust 1997-3 of our report dated February 3, 1997,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996. We also consent to the
reference to our firm under the caption "Experts" in such Prospectus Supplement.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
September 18, 1997.
New York, New York
