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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): May 26, 1999
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of May 1, 1999, providing for the
issuance of the CWMBS, INC., Residential Asset Securities
Trust 1999-A5, Mortgage Pass-Through Certificates, Series
1999-E).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-72655 95-4596514
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
4500 Park Granada
Calabasas, California 91302
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3000
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Legality Opinion of Brown & Wood LLP.
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1)
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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 hereunto duly authorized.
CWMBS, INC.
By: /s/ Celia Coulter
Celia Coulter
Vice President
Dated: May 26, 1999
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Exhibit Index
Exhibit
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5.1 Legality Opinion of Brown & Wood LLP 5
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1) 5
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 5
<PAGE>
Exhibits 5.1 and 8.1
May 26, 1999
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
Residential Asset Securitization Trust 1999-A5
Mortgage Pass-Through Certificates, Series 1999-E
Ladies and Gentlemen:
We have acted as special counsel for CWMBS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the Mortgage
Pass-Through Certificates of the above-referenced Series (the "Certificates")
pursuant to a Pooling and Servicing Agreement dated as of May 1, 1999 (the
"Pooling and Servicing Agreement"), among the Company, as depositor, IndyMac,
Inc., as seller (the "Seller"), PNC Mortgage Securities Corp., as master
servicer (the "Master Servicer"), and The Bank of New York, as trustee (the
"Trustee").
The Certificates will represent the entire beneficial ownership
interest Residential Asset Securitization Trust 1999-A5 (the "Trust Fund").
The assets of the Trust Fund will consist primarily of a pool of conventional
fixed-rate mortgage loans (the "Mortgage Loans") secured by first liens on
one- to four-family residential properties. Capitalized terms not otherwise
defined herein have the meanings ascribed to such terms in the Pooling and
Servicing Agreement.
We have examined such documents and records and made such
investigations of such matters of law as we have deemed appropriate as a basis
for the opinions expressed below. Further, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals. Insofar as our opinion relates to matters pertaining to the Master
Servicer, we have relied on the opinion of Richard Careaga, Assistant General
Counsel of the Maser Servicer, subject to the assumptions, qualifications and
limitations set forth therein.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed
and delivered by the Company, the Seller and the Master Servicer and
constitutes a valid, legal and binding agreement of the Company, the
Seller and the Master Servicer, enforceable against the Company, the
Seller and the Master Servicer in accordance with its terms, subject, as
to enforceability, to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally and to
general principles of equity regardless of whether enforcement is sought
in a proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned
by the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. The Master REMIC and the Subsidiary REMIC as described in the Pooling and
Servicing Agreement and the Prospectus Supplement will each qualify as a
"real estate mortgage investment conduit" ("REMIC") within the meaning of
Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), assuming: (i) an election is made to treat the assets of the
Master REMIC as a REMIC and an election is made to treat the assets of
the Subsidiary REMIC as a REMIC, (ii) compliance with the Pooling and
Servicing Agreement and (iii) compliance with changes in the law,
including any amendments to the Code or applicable Treasury regulations
thereunder.
The opinion set forth in paragraph 3 is based upon the existing
provisions of the Code and Treasury regulations issued or proposed thereunder,
published Revenue Rulings and releases of the Internal Revenue Service and
existing case law, any of which could be changed at any time. Any such changes
may be retroactive in application and could modify the legal conclusions upon
which such opinions are based. Such opinion is limited as described above, and
we do not express an opinion on any other tax aspect of the transactions
contemplated by the Pooling and Servicing Agreement or the effect of such
transactions on IndyMac, Inc. or any of its shareholders.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ BROWN & WOOD LLP
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BROWN & WOOD LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
May 26, 1999
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
Residential Asset Securitization Trust 1999-A5
Mortgage Pass-Through Certificates, Series 1999-E
Ladies and Gentlemen:
On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K in connection with the above-referenced
transaction.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
