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: April 13, 1998
(Date of earliest event reported)
Commission File No. 333-20675
EQCC Receivables Corporation
EQCC Asset Backed Corporation
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59-3170055
Delaware 59-3170052
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(State of Incorporation) (I.R.S. Employer Identification No.)
100401 Deerwood Park Boulevard
Jacksonville, Florida 32256
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Address of principal executive offices (Zip Code)
(904) 987-5000
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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>
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(EX-5.1) Opinion of Hunton & Williams with
respect to legality
(EX-8.1) Opinion of Cadwalader,
Wickersham & Taft with respect to
certain tax matters
<PAGE>
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.
EQCC RECEIVABLES CORPORATION
April 13, 1998
By: /s/ James B. Dodd
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Name: James B. Dodd
Title: Vice President
EQCC ASSET BACKED CORPORATION
April 13, 1998
By: /s/ James B. Dodd
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Name: James B. Dodd
Title: Vice President
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INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(EX-5.1) Opinion of Hunton & E
Williams with respect to
legality
(EX-8.1) Opinion of Cadwalader, E
Wickersham & Taft with
respect to certain tax matters
[LETTERHEAD]
April 13, 1998
EQCC Receivables Corporation
10401 Deerwood Park Boulevard
Jacksonville, Florida 32256
EQCC Asset Backed Corporation
10401 Deerwood Park Boulevard
Jacksonville, Florida 32256
Re: Home Equity Loan Asset Backed Certificates and Home Equity Loan
Asset Backed Notes
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration statement
filed with the Securities and Exchange Commission (the "Commission"), pursuant
to the Securities Act of 1933, as amended (the "Act") (as amended, the
"Registration Statement"), and declared effective on February 12, 1997. The
Registration Statement covers Home Equity Loan Asset Backed Certificates
("Certificates") and Home Equity Loan Asset Backed Notes ("Notes" and, together
with the Certificates, the "Securities") to be sold by EQCC Receivables
Corporation and EQCC Asset Backed Corporation (the "Depositors") in one or more
series (each, a "Series") of Securities. Each Series of Certificates will be
issued under (i) a separate pooling and servicing agreement (each, a "Pooling
and Servicing Agreement") among the Depositors, a trustee to be identified in
the Prospectus Supplement for such Series of Certificates (a "Trustee") and
EquiCredit Corporation of America (the "Servicer") or (ii) a separate trust
agreement (each, a "Trust Agreement") among the Depositors and an owner trustee
to be identified in the Prospectus Supplement for such Series of Certificates
(an "Owner Trustee"). Each Series of Notes will be issued under a separate
indenture (each, an "Indenture") between an Owner Trustee and an indenture
trustee to be identified in the Prospectus Supplement for such Series of Notes
(an "Indenture Trustee"). Forms of the Pooling and Servicing Agreement, the
Trust Agreement and a form of Indenture are included as Exhibits to the
Registration Statement. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Registration
Statement.
We have examined originals or copies certified or otherwise identified to
our satisfaction of such documents and records of the Depositors, and such
public documents and records as we have deemed necessary as a basis for the
opinions hereinafter expressed.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized, executed and
delivered by the Depositors, a Trustee and the Servicer, and the
Certificates of such Series have been duly executed,
authenticated, delivered and sold as contemplated in the
Registration Statement, 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 such
Pooling and Servicing Agreement.
2. When a Trust Agreement for a Series of Certificates has been duly
and validly authorized, executed and delivered by the Depositors
and an Owner Trustee, and the Certificates of such Series have
been duly executed, authenticated, delivered and sold as
contemplated in the Registration Statement, 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 such Trust Agreement.
3. When an Indenture for a Series of Notes has been duly and validly
authorized, executed and delivered by an Owner Trustee and an
Indenture Trustee, and the Notes of such Series have been duly
executed, authenticated, delivered and sold as contemplated in
the Registration Statement, such Notes will be legally and
validly issued, fully paid and nonassessable, and the holders of
such Notes will be entitled to the benefits of such Indenture.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
This consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Act.
Very truly yours,
/s/ Hunton & Williams
[LETTERHEAD]
April 13, 1998
EQCC Receivables Corporation
10401 Deerwood Park Boulevard
Jacksonville, Florida 32256
EQCC Asset Backed Corporation
10401 Deerwood Park Boulevard
Jacksonville, Florida 32256
Re: Home Equity Loan Asset Backed Certificates and Home Equity Loan
Asset Backed Notes
Ladies and Gentlemen:
We have acted as your special tax counsel in connection with the
registration statement filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act") (as
amended, the "Registration Statement"), and declared effective on February 12,
1997. The Registration Statement covers Home Equity Loan Asset Backed
Certificates ("Certificates") and Home Equity Loan Asset Backed Notes ("Notes"
and, together with the Certificates, the "Securities") to be sold by EQCC
Receivables Corporation and EQCC Asset Backed Corporation (the "Depositors") in
one or more series (each, a "Series") of Securities. Each Series of Certificates
will be issued under (i) a separate pooling and servicing agreement (each, a
"Pooling and Servicing Agreement") among the Depositors, a trustee to be
identified in the Prospectus Supplement for such Series of Certificates and
EquiCredit Corporation of America (the "Servicer") or (ii) a separate trust
agreement (each, a "Trust Agreement") among the Depositors and an owner trustee
to be identified in the Prospectus Supplement for such Series of Certificates.
Each Series of Notes will be issued under a separate indenture (each, an
"Indenture") between an Owner Trustee and an indenture trustee to be identified
in the Prospectus Supplement for such Series of Notes. Forms of the Pooling and
Servicing Agreement, the Trust Agreement and a form of Indenture are included as
Exhibits to the Registration Statement. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the
Registration Statement.
In rendering the opinion set forth below, we have examined and relied upon
the following: (i) the Registration Statement, the Prospectus and the forms of
Prospectus Supplement constituting a part thereof, each substantially in the
form filed with the Commission, (ii) the forms of the Pooling and Servicing
Agreement, Trust Agreement and Indenture, each substantially in the form filed
with the Commission and (iii) such other documents, records and instruments as
we have deemed necessary for the purposes of this opinion.
As counsel to the Depositors, we have advised the Depositors with respect
to certain federal income tax aspects of the proposed issuance of the
Securities. Such advice has formed the basis for the description of material
federal income tax consequences for holders of the Securities that appears under
the headings "Summary of Prospectus--Tax Status of the Securities" and "Certain
Federal Income Tax Consequences" in the Prospectus and under the headings
"Summary--Tax Status of the Offered Securities" and "Summary--REMIC Election and
Tax Status", as applicable, in the forms of Prospectus Supplement. Such
descriptions do not purport to discuss all possible federal income tax
ramifications of the proposed issuance of the Securities, but, with respect to
those federal income tax consequences that are discussed, in our opinion, the
descriptions is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and Prospectus Supplements and in the other documents reviewed by us.
Our opinion as to the matters set forth herein could change with respect to a
particular Series of Securities as a result of changes in facts or
circumstances, changes in the terms of the documents reviewed by us, or changes
in the law subsequent to the date hereof. Because the Registration Statement
contemplates Series of Securities with numerous different characteristics, the
particular characteristics of each Series of Securities must be considered in
determining the applicability of this opinion to a particular Series of
Securities. The opinion contained in each Prospectus Supplement and Prospectus
prepared pursuant to the Registration Statement is, accordingly, deemed to be
incorporated herein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the references to this firm under the
caption "Certain Federal Income Tax Consequences" in the Prospectus forming a
part of the Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
<PAGE>
No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Securities under the laws of any
state.
Very truly yours,
/S/ CADWALADER, WICKERSHAM & TAFT
