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 27, 1998
HomeSide Mortgage Securities, Inc.
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(Exact name of registrant specified in Charter)
Delaware 333-49761 59-2957725
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
7301 Baymeadows Way
Jacksonville, FL 32256
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(Address of principal executive offices) Zip Code
Registrant's telephone, including area code: (904) 281-3000
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(Former name and former address, if changed since last report)
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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 1998-2 Multi-Class Mortgage
Pass-Through Certificates and certain tax matters relating thereto.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(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.
May 27, 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
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(99.1) Legal Opinion 6
[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]
May 29, 1998
HomeSide Mortgage Securities, Inc.
7301 Baymeadows Way
Jacksonville, Florida 32256
Re: HomeSide Mortgage Securities, Inc. - Multi-Class
Mortgage Pass-Through Certificates, Series 1998-2
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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 $257,110,471 in
aggregate principal amount of Multi-Class Mortgage Pass-Through Certificates,
Series 1998-2 (the "Certificates"). The 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 Certificates are issued
under the terms of a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of May 1, 1998, by and among the Company, the Trustee and
HomeSide Lending, as Servicer and the Trustee.
We have examined a signed copy of the Registration Statement on Form S-3 (No.
333-49761) 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 May 26, 1998 and the Prospectus Supplements (collectively,
the "Prospectus Supplement") dated May 26, 1998 and May 27, 1998 relating to the
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 Certificates; (vi) certificates of the Company relating to
the sale of the Mortgage Loans; and (vii) 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
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HomeSide Mortgage Securities, Inc.
May 29, 1998
Page 2
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.
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,
/s/ MORGAN, LEWIS & BOCKIUS LLP
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