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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 (Date of earliest event reported) November 30, 1998
STRUCTURED ASSET MORTGAGE INVESTMENTS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-51279 13-3633241
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
245 Park Avenue
New York, New York 10167
(Address of Principal ----------
Executive Offices) (Zip Code)
Registrant's telephone number, including area code, is (212) 272-2000
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
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1 5.1 Opinion and Consent of
Thacher Proffitt & Wood.
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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 thereunto duly authorized.
STRUCTURED ASSET MORTGAGE
INVESTMENTS INC.
By: /s/ Mary Haggerty
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Name: Mary Haggerty
Title: Managing Director
Dated: November 25, 1998
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EXHIBIT INDEX
Item 601(a) of
Exhibit Regulation S-K
Number Exhibit No. Description
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1 5.1 Opinion and Consent of Counsel
EXHIBIT 5. 1
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[Letterhead of Thacher Proffitt & Wood]
November 25, 1998
Structured Asset Mortgage Investments Inc.
245 Park Avenue
New York, New York 10167
Structured Asset Mortgage Investments Inc.
Mortgage Pass-Through Certificates
Registration Statement on Form S-3 (No. 333-51279)
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Ladies and Gentlemen:
We are counsel to Structured Asset Mortgage Investments Inc. (the
"Registrant") in connection with the offering by the Registrant of approximately
$245,226,989 aggregate principal amount of Mortgage Pass-Through Certificates,
Series 1998-11 (the "Certificates") to be issued pursuant to the Pooling and
Servicing Agreement, dated as of November 1, 1998 (the "Pooling and Servicing
Agreement"), among the Company, Norwest Bank Minnesota, N.A. as master servicer,
Provident Funding Associates, L.P. as servicer and The First National Bank of
Chicago as trustee. The Certificates are being offered under the Registration
Statement of the Registrant on Form S-3 (No. 333-51279) (the "Registration
Statement") and are as described in the Prospectus dated November 24, 1998 (the
"Prospectus") and the Prospectus Supplement thereto dated November 24, 1998,
each to be filed under Rule 424(b) of the 1933 Act.
In rendering this opinion letter, we have examined the documents
described above and such other documents as we have deemed necessary including,
where we have deemed appropriate, representations or certifications of officers
of parties thereto or public officials. In rendering this opinion letter, except
for the matters that are specifically addressed in the opinions expressed below,
we have assumed (i) the authenticity of all documents submitted to us as
originals and the conformity to the originals of all documents submitted to us
as copies, (ii) the necessary entity formation and continuing existence in the
jurisdiction of formation, and the necessary licensing and qualification in all
jurisdictions, of all parties to all documents, (iii) the necessary
authorization, execution, delivery and enforceability of all documents, and the
necessary entity power with respect thereto and (iv) that there is not any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
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expressed below inconsistent with such documents as so modified or supplemented.
In rendering this opinion letter, we have made no inquiry, have conducted no
investigation and assume no responsibility with respect to (a) the accuracy of
and compliance by the parties thereto with the representations, warranties and
covenants contained in any document or (b) the conformity of the underlying
assets and related documents to the requirements of the agreements to which this
opinion letter relates.
Our opinions set forth below with respect to the enforceability of any
right or obligation under any agreement are subject to (i) general principles of
equity, including concepts of materiality, reasonableness, good faith and fair
dealings and the possible unavailability of specific performance and injunctive
relief, regardless of whether considered in a proceeding in equity or at law,
(ii) the effect of certain laws, regulations and judicial or other decisions
upon the availability and enforceability of certain covenants, remedies and
other provisions, including the remedies of specific performance and self-help
and provisions imposing penalties and forfeitures and waiving objections to
venue and forum, (iii) bankruptcy, insolvency, receivership, reorganization,
liquidation, fraudulent conveyance, moratorium or other similar laws affecting
the rights of creditors or secured parties and (iv) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of any agreement which
purport or are construed to provide indemnification with respect to securities
law violations. However, the non- enforceability of any such provisions will
not, taken as a whole, materially interfere with the practical realization of
the benefits of the rights and remedies included in any such agreement which is
the subject of any opinion expressed below, except for the considerations
referred to in foregoing clause (iv) and the consequences of any judicial,
administrative, procedural or other delay which may be imposed by, relate to or
arise from applicable laws, equitable principles and interpretations thereof.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States and the laws
of the State of New York. We do not express any opinion with respect to the
securities laws of any jurisdiction or any other matter not specifically
addressed in the opinions expressed below.
Based upon and subject to the foregoing, it is our opinion that:
1. The Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding agreement under
the laws of the State of New York, enforceable thereunder
against the Registrant in accordance with its terms.
2. The Certificates, assuming the authorization, execution and
delivery of the Pooling and Servicing Agreement by the
parties thereto, the execution and authentication of the
Certificates in accordance with the Pooling and Servicing
Agreement and the delivery and payment for the Certificates
as contemplated in the Prospectus and the Prospectus
Supplement, will be legally and validly issued and
outstanding, fully paid
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and non-assessable and entitled to the benefits of the
Pooling and Servicing Agreement.
3. The description of federal income tax consequences appearing
under the heading "Federal Income Tax Consequences" in the
Prospectus Supplement, while not purporting to discuss all
possible federal income tax consequences of an investment in
the Certificates, is accurate with respect to those tax
consequences which are discussed and is hereby confirmed as
our opinion.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Current Report of the Registrant on Form 8-K and to the Registration
Statement, to the use of our name in the Prospectus and Prospectus Supplement
under the heading "Legal Matters" and to the filing of this opinion letter as an
exhibit to any application made by or on behalf of the Registrant or any dealer
in connection with the registration or qualification of the Certificates under
the securities law of any State of the United States or other jurisdiction,
without admitting that we are "persons" within the meaning of Section 7(a) or
11(a)(4) of the 1933 Act, or "experts" within the meaning of Section 11 thereof,
with respect to any portion of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ THACHER PROFFITT & WOOD
