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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: January 29, 1998
(Date of earliest event reported)
Commission File No. 33-34957
HomeSide Mortgage Securities, Inc.
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Delaware 59-2957725
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(State of Incorporation) (I.R.S. Employer
Identification No.)
7301 Baymeadows Way, Jacksonville, FL 32256
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Address of principal executive offices (Zip Code)
(904) 281-3000
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Registrant's Telephone Number, including area code
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(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 5
Index to Exhibits is on Page 5
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ITEM 5. Other Events
Filing of Legality and Tax Opinions
Attached as Exhibit 99.1 is the opinion of Morgan, Lewis & Bockius
LLP with respect to legality of the Company's Series 1998-1 Multi-Class Mortgage
Pass-Through Certificates and certain tax matters relating thereto.
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ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
(99.1) Legal Opinion
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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.
HOMESIDE MORTGAGE SECURITIES, INC.
January 29, 1998
By: /s/ W. Blake Wilson
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Name: W. Blake Wilson
Title: Vice President
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INDEX TO EXHIBITS
Exhibit No. Description Page
(99.1) Legal Opinion 6
-5-
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EXHIBIT 99.1
101 Park Avenue Morgan, Lewis
& Bockius LLP
New York, NY 10178-0060 COUNSELORS AT LAW
212-309-6000
Fax: 212-309-6273
STEVEN J. MOLITOR
(212) 309-6183
January 29, 1998
HomeSide Mortgage Securities, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
Re: HomeSide Mortgage Securities, Inc. - Multi-Class
Mortgage Pass-Through Certificates, Series 1998-1
Ladies and Gentlemen:
We have acted as counsel for HomeSide Mortgage Securities, Inc. (the "Company"),
in connection with the sale by the Company of approximately $386,536,280 in
aggregate principal amount of Multi- Class Mortgage Pass-Through Certificates,
Series 1998-1 (the "Certificates"). The Certificates, consisting of Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4
Certificates, Class A-5 Certificates, Class A-6 Certificates, Class A-7
Certificates, Class A-8 Certificates, Class A-9 Certificates, Class A-10
Certificates, Class A-P Certificates, Class A-X Certificates, Class A-R
Certificates (collectively, the "Class A Certificates"), Class M Certificates
(the "Class M Certificates"), Class B-1 Certificates, Class B-2 Certificates
(the Class B-1 and Class B-2 Certificates, together with the Class A and Class M
Certificates the "Offered Certificates"), Class B-3 Certificates, Class B-4
Certificates and Class B-5 Certificates (collectively, the "Class B
Certificates"), evidence specified interests in a pool of mortgage loans (the
"Mortgage Loans") and certain other property conveyed by the Company to Norwest
Bank Minnesota, National Association (the "Trustee"), as trustee (the "Trust
Fund"). The Mortgage Loans were assigned to the Company pursuant to (i) an
Assignment and Assumption Agreement, dated as of January 29, 1998 (the "Chase
Assignment Agreement") between DLJ Mortgage Capital, Inc. ("DLJMC") and the
Company assigning certain mortgage loans described in the Seller's Purchase,
Warranties and Interim Servicing Agreement, dated as of January 29, 1998 between
DLJMC and Chase Manhattan Mortgage Corporation and (ii) an Assignment and
Assumption Agreement, dated as of January 29, 1998 (the "HomeSide Assignment
Agreement") between DLJMC and the Company assigning the Seller's Purchase,
Warranties and Servicing Agreements by and among DLJMC, and HomeSide Lending,
Inc. ("HomeSide Lending") for the following Whole Loan Series: (A) Whole Loan
Series DLJ-HS- FRM002, dated as of August 1, 1997; (B) Whole Loan Series
DLJ-HS-FRM002, dated as of August 1, 1997; (C) Whole Loan Series DLJ-HS-FRM003,
dated as of August 1, 1997; (D) Whole Loan Series DLJ-HS-FRM004, dated as of
October 1, 1997; (E) Whole Loan Series DLJ-HS-FRM005, dated as of November 1,
1997; (F) Whole Loan Series DLJ-HS-FRM006, dated as of December 1, 1997 and (G)
Whole Loan Series DLJ-HS-FRM007, dated as of January 1, 1998.
The Certificates are issued under the terms of a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as of January 1, 1998, by and
among the Company, the Trustee and
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Philadelphia Washington New York Los Angeles Miami Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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HomeSide Mortgage Securities, Inc.
January 29, 1998
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HomeSide Lending, as Servicer and the Trustee. The Offered Certificates will be
purchased by Donaldson, Lufkin & Jenrette Securities Corporation (the
"Underwriter") for resale to the public pursuant to an Underwriting Agreement
dated January 28, 1998, and a Terms Agreement dated January 28, 1998 (together,
the "Underwriting Agreement"), each by and among the Company, HomeSide Lending
and the Underwriter.
We have examined a signed copy of the Registration Statement on Form S-3 (No.
33-34957) filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"), in the form in which it initially became effective (the "Registration
Statement") and as amended to the date hereof, and the Company's Prospectus (the
"Prospectus") dated January 28, 1998 and the Prospectus Supplement (the
"Prospectus Supplement") dated January 28, 1998 relating to the Offered
Certificates. We also have examined the originals or copies, certified or
otherwise identified to our satisfaction, of all such records of the Company and
all such agreements, certificates of public officials, certificates of officers
or representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including, without limitation, (i) the
Restated Certificate of Incorporation of the Company; (ii) the By-Laws of the
Company; (iii) copies of certain unanimous consents adopted by the Board of
Directors of the Company authorizing the issuance and sale of the Certificates
and purchase of the Mortgage Loans; (iv) the Pooling and Servicing Agreement;
(v) the forms of the Class A Certificates, the Class M Certificates and the
Class B Certificates; (vi) the Underwriting Agreement; (vii) the Chase
Assignment Agreement; (viii) the HomeSide Assignment Agreement; (ix)
certificates of the Company relating to the sale of the Mortgage Loans; and (x)
certificates of the Trustee relating to delivery of the Mortgage Notes
underlying the Mortgage Loans.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity of
all documents submitted to us as certified or photostatic copies to the original
documents and the authenticity of such documents. We have assumed that any
documents executed by any party other than the Company are the legal, valid and
binding obligation of such party. As to any facts material to the opinions
expressed herein that we did not establish independently or verify, we have
relied upon the truth, accuracy and completeness of the statements and
representations of the Company, its officers and other representatives, the
Trustee and others. Capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement. Whenever the phrase
"to the best of our knowledge" or "of which we are aware" is used herein, it
refers in each case to the actual knowledge of the attorneys of this firm
involved in the representation of the Company in this transaction.
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HomeSide Mortgage Securities, Inc.
January 29, 1998
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We express no opinion as to the effect of the laws of any jurisdiction other
than the laws of the State of New York, the General Corporation Law of the State
of Delaware and the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Certificates have been duly authorized and, when executed
and authenticated as specified in the Pooling and Servicing Agreement and
delivered and paid for, will be validly issued, fully paid, nonassessable and
entitled to the benefits of the Pooling and Servicing Agreement.
(ii) Assuming (a) ongoing compliance with all of the provisions of
the Pooling and Servicing Agreement and (b) the filing of elections, in
accordance with the Pooling and Servicing Agreement, to be treated as a "real
estate mortgage investment conduit" (a "REMIC") pursuant to Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code") for Federal income tax
purposes, each of the Master REMIC and the Subsidiary REMIC will qualify as a
REMIC as of the Closing Date and each will continue to qualify as a REMIC for so
long as it complies with amendments after the date hereof to any applicable
provisions of the Code and applicable Treasury Regulations.
Very truly yours,
Morgan, Lewis & Bockius LLP
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