- ------------------------------------------------------------------------------
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): February 25, 1999
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of February 1, 1999, providing for the
issuance of the CWMBS, INC., CHL Mortgage Pass-Through
Trust 1999-3,
Mortgage Pass-Through Certificates, Series 1999-3).
CWMBS, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4596514
- ---------------------------- ----------- -------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
- --------------------- ---------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3000
- ------------------------------------------------------------------------------
<PAGE>
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(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)
<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 hereunto duly authorized.
CWMBS, INC.
By: /s/ Celia Coulter
------------------
Celia Coulter
Vice President
Dated: February 25, 1999
<PAGE>
Exhibit Index
Exhibit Page
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
February 25, 1999
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1999-3
Mortgage Pass-Through Certificates,
Series 1999-3
--------------------------------------
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 February 1, 1999 (the "Pooling and
Servicing Agreement"), among the Company, as depositor, Countrywide Home Loans,
Inc., as seller and master servicer (the "Seller and Master Servicer"), and The
Bank of New York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest
in CHL Mortgage Pass-Through Trust 1999-3 (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.
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 and the Seller and Master Servicer and
constitutes a valid, legal and binding agreement of the Company and the
Seller and Master Servicer, enforceable against the Company and the Seller
and 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 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
Countrywide Home Loans, Inc. or any member of Countrywide Home Loans, Inc.'s
consolidated tax group.
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
--------------------
BROWN & WOOD LLP
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
February 25, 1999
BY MODEM
- --------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1999-3
Mortgage Pass-Through Certificates,
Series 1999-3
--------------------------------------
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
