<PAGE>
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): June 10, 1998
-------------
Chevy Chase Bank, F.S.B.
-----------------------------------------------------
Exact Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
United States 333-21707 52-0897004
- --------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.
</TABLE>
8401 Connecticut Avenue, Chevy Chase Maryland 20815
- --------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including Area Code: (301) 986-7000
--------------
Not applicable.
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Page 2
Item 5. Other Events
In connection with the offering of Auto Receivables Backed Certificates,
(the "Certificates"), of which Chevy Chase Auto Receivables Trust, 1998-2 is the
issuer as described in a Preliminary Prospectus Supplement dated June 10, 1998
to the Prospectus dated September 17, 1997, opinions of counsel to the issuer
were delivered concerning (i) the legality of the Certificates and (ii) certain
federal taxation matters, and the auditors for the certificate insurer delivered
their consent 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 and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
Opinion re legality
-------------------
5.6 Opinion of Shaw Pittman Potts & Trowbridge
re legality, including consent of Shaw
Pittman Potts & Trowbridge
Opinion re tax matters
----------------------
8.4 Opinion of Shaw Pittman Potts & Trowbridge
re tax matters, including consent of Shaw
Pittman Potts & Trowbridge
Consents of Experts and Counsel
-------------------------------
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Shaw Pittman Potts & Trowbridge
(included in Exhibits 5.6 and 8.4)
<PAGE>
Page 3
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: June 10, 1998 By: /s/ Mark A. Holles
--------------------------
Mark A. Holles
Vice President
<PAGE>
Page 4
<TABLE>
<CAPTION>
Exhibit Index
-------------
Exhibit Page
------- ----
<S> <C> <C>
5.6 Opinion of Shaw Pittman Potts & Trowbridge re legality 5
8.4 Opinion of Shaw Pittman Potts & Trowbridge re tax matters 7
23.5 Consent of Coopers & Lybrand L.L.P. 9
</TABLE>
<PAGE>
Exhibit 5.6
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
June 10, 1998
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
Re: Chevy Chase Auto Receivables Trust 1998-2
Auto Receivables Backed Certificates
Registration Statement on Form S-3 -- (Registration No. 333-21707)
------------------------------------------------------------------
Dear Sirs:
We have acted as counsel to Chevy Chase Bank, F.S.B. (the "Bank"), in
connection with the issuance of the Chevy Chase Auto Receivables Trust 1998-2,
Auto Receivables Backed Certificates (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, as supplemented by a prospectus supplement
(the "Prospectus Supplement"), filed initially as a preliminary prospectus
supplement pursuant to Rule 424(b)(5) on June 10, 1998. The Certificates will
be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), a form of which has been filed as Exhibit 4.3 to the
Registration Statement, to be entered into by and between the Bank, as seller
and servicer, and U.S. Bank National Association, as trustee (the "Trustee").
For purposes of this opinion, we have assumed that the Pooling and Servicing
Agreement as executed will be substantially the same as filed as Exhibit 4.3.
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 Bank and such other instruments and other certificates of public officials,
officers and representatives of the Bank and such other persons, and have made
such investigations of law, as we have deemed appropriate as a basis for the
opinions expressed below.
<PAGE>
Chevy Chase Bank, F.S.B.
June 10, 1998
Page -2-
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.
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 Bank, as seller and
servicer, and by the Trustee, the Pooling and Servicing Agreement will be a
valid and legally binding obligation of the Bank; and
2. When the Pooling and Servicing Agreement has been duly authorized by
all necessary action and duly executed and delivered by the Bank, as seller and
servicer, and by 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 in accordance with the
requirements of Section 5 of the Act, 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 opinion 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
602544
<PAGE>
Exhibit 8.4
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
June 10, 1998
Chevy Chase Bank, F.S.B.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Credit Suisse First Boston
Eleven Madison Avenue
New York, New York 10010
Re: Chevy Chase Auto Receivables Trust 1998-2
Auto Receivables Backed Certificates
Registration Statement on Form S-3 -- (Registration No. 333-21707)
------------------------------------------------------------------
Dear Sirs:
We have acted as special federal tax counsel to Chevy Chase Bank, F.S.B.
(the "Bank"), in connection with the issuance of the Chevy Chase Auto
Receivables Trust 1998-2, Auto Receivables Backed Certificates (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, a form of which has
been filed as Exhibit 4.3 to the Registration Statement, to be entered into by
and between the Bank, as seller and servicer, and U.S. Bank National
Association, as trustee (the "Trustee").
<PAGE>
Chevy Chase Bank, F.S.B.
J.P. Morgan Securities Inc.
Credit Suisse First Boston
June 10, 1998
Page -2-
The statements in the Preliminary Prospectus Supplement filed with the
Securities and Exchange Commission, pursuant to Rule 424(b)(5) on June 10, 1998
(the "Prospectus Supplement"), constituting a part of the Registration Statement
under the heading "Certain Federal Income Tax Consequences," to the extent they
constitute matters of federal law or legal conclusions with respect thereto,
have been prepared or reviewed by us and in our opinion, provide a fair and
accurate summary of such law or conclusions.
We consent to the filing of this opinion 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 captions "Certain Federal Income Tax Considerations" and "Legal Matters."
Very truly yours,
/s/ Shaw Pittman Potts & Trowbridge
SHAW PITTMAN POTTS & TROWBRIDGE
602548
<PAGE>
[COOPERS & LYBRAND LETTERHEAD APPEARS HERE]
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
Chevy Chase Auto Receivables Trust 1998-2, of our report dated February 3, 1998,
on our audits of the consolidated financial statements of MBIA Insurance
Corporation and Subsidiaries as of December 31, 1997 and 1996 and for each of
the three years in the period ended December 31, 1997. We also consent to the
reference to our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
June 5, 1998
