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)
OCTOBER 29, 1998
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(Exact name of registrant as specified in charter)
Structured Asset Mortgage Investments Inc. (as Seller under
a Pooling and Servicing Agreement dated as of
October 1, 1998 providing for the issuance by
Structured Asset Mortgage Investments Trust 1998-9 of its
Mortgage Pass-Through Certificates, Series 1998-9)
DELAWARE 333-51279 13-3633241
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
245 PARK AVENUE, NEW YORK, NEW YORK 10167
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 272-2000
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. OTHER EVENTS.
FILING OF COMPUTATIONAL MATERIALS.
This Current Report on Form 8-K is being filed with respect to the
Computational Materials (as defined below) of Bear, Stearns & Co., Inc. (an
"Underwriter") in connection with the issuance of the Structured Asset Mortgage
Investments Trust 1998-9, Mortgage Pass-Through Certificates, Series 1998-9. The
term "Computational Materials" shall have the meanings given in the No-Action
Letter of May 20, 1994 issued by the Securities and Exchange Commission to
Kidder, Peabody Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and
Kidder Structured Asset Corporation, as supplemented in the No-Action Letters of
May 27, 1994 and February 17, 1995 issued by the SEC to the Public Securities
Association. The Computational Materials, which are listed as Exhibit 99.1
hereto, are being filed on Form SE on October 29, 1998.
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
EXHIBIT NO.
5.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain
legality matters.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain
tax matters (included in Exhibit 5.1).
23.2 Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 5.1)
99.1 Computational Materials of Bear, Stearns & Co. Inc. filed
on Form SE on October 29, 1998.
<PAGE>
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 thereunto duly authorized.
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
(Registrant)
Date: October 29,1998 By: /S/ JOSEPH T.JURKOWSKI, JR.
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Name: Joseph T. Jurkowski, Jr.
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
5.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain legality
matters.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
matters (included in Exhibit 5.1).
23.2 Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1)
99.1 Computational Materials of Bear, Stearns & Co. Inc. filed on Form SE
on October 29, 1998 (filed in paper in accordance with Rule 311(i)
of Regulation S-T).
Exhibit 5.1
Opinion and Consent of Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
212-806-5400
October 29, 1998
Structured Asset Mortgage
Investments Inc.
245 Park Avenue
New York, New York 10167
Re: STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
REGISTRATION STATEMENT ON FORM S-3 (No. 333-51279)
We have acted as counsel for Structured Asset Mortgage Investments
Inc. (the "Company"), in connection with the authorization and issuance of
$501,147,962 aggregate principal amount of Mortgage Pass-Through Certificates,
Series 1998-9 (the "Certificates"). A Registration Statement on Form S-3
relating to the Certificates (No. 333-51279) (the "Registration Statement") has
been filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and was declared effective on October 28, 1998. As set
forth in the Prospectus dated October 28, 1998 and the Prospectus Supplement
dated October 28, 1998, the Certificates will be issued by a trust to be known
as Structured Asset Mortgage Investments Trust 1998-9 (the "Trust Fund")
established by the Company pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") among the Company, Cendant Mortgage
Corporation and NationsBanc Mortgage Corporation, as Master Servicers, and
Norwest Bank Minnesota, National Association, as Trustee.
We have examined original or reproduced or certified copies of the
Certificate of Incorporation and By-laws of the Company, records of actions
taken by the Company's Board of Directors, a form of Pooling and Servicing
Agreement, forms of Certificates, forms of the Prospectus and the Prospectus
Supplement referred to above forming a part of the Registration Statement and
the other agreements and documents filed as exhibits thereto. We also have
examined such other documents, papers, statutes and authorities as we deem
necessary as a basis for the opinions hereinafter set forth. In our examination
of such material, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us as certified or
reproduced copies. We have also assumed for purposes of the opinion given in
paragraph 2 below that the Pooling and Servicing Agreement has been duly and
validly authorized, executed and delivered by all parties thereto other than the
Company. As to various matters material to such opinions, we have relied upon
the representations and warranties in each of the form of Pooling and Servicing
Agreement and statements and certificates of officers and representatives of the
Company and others.
Based upon the foregoing, we are of the opinion that:
1. When the Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Company, it will constitute a legal,
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms.
2. When the Certificates have been duly and validly authorized by all
necessary action on the part of the Company, and when executed as specified in,
and delivered pursuant to the Pooling and Servicing Agreement and when sold as
described in the Registration Statement, they will be validly issued and
outstanding and entitled to the benefits of the Pooling and Servicing Agreement
and will evidence the entire beneficial ownership of the Trust Fund.
3. The statements set forth in the Prospectus under the heading
"Federal Income Tax Consequences," and in the Prospectus Supplement under the
heading "Federal Income Tax Considerations," to the extent that they constitute
matters of law or legal conclusions with respect thereto, are correct and are
hereby adopted and confirmed.
In rendering the foregoing opinions, we express no opinion as to laws
of any jurisdiction other than the State of New York and the Federal law of the
United States of America. Our opinions expressed in paragraphs 1 and 2 are
subject to the effect of bankruptcy, insolvency, moratorium, fraudulent
conveyance and similar laws affecting creditors' rights generally and court
decisions with respect thereto, and we express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the reference to us in the Prospectus and Prospectus
Supplement and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Company or any dealer in connection with the
registration of the Certificates under the securities or blue sky laws of any
state or jurisdiction. In giving such permission, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the General Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ STROOCK & STROOCK & LAVAN LLP
