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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)
December 11, 1997
First Alliance Mortgage Company
(Exact name of registrant as specified in its charter)
California 33-99604-07 95-2944875
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
177305 Von Karman Avenue
Irvine, California 97614-6203
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 224-8400
No Change
(Former name or former address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
8.1 Tax Opinion and Consent of Arter & Hadden LLP
23.1 Consent of Coopers & Lybrand L.L.P., independent auditors of MBIA
Insurance Corporation
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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.
FIRST ALLIANCE MORTGAGE
COMPANY, as Company
By: /s/ Brian Chisick
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Name: Brian Chisick
Title: President
Dated: December 11, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
8.1 Tax Opinion and Consent of Arter & Hadden LLP
23.1 Consent of Coopers & Lybrand L.L.P., independent
auditors of MBIA Insurance Corporation
EXHIBIT 8.1
December 11, 1997
Re: First Alliance Mortgage Company
First Alliance Mortgage Loan Trust 1997-4
Registration Statement on Form S-3 No. 33-99604
Ladies and Gentlemen:
We have acted as counsel for First Alliance Mortgage Company in connection
with the preparation and filing of the registration statement on Form S-3 (such
registration statement, the "Registration Statement") filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), in respect of First Alliance Mortgage Loan Asset Backed Certificates,
Series 1997-4 (the "Certificates"). Our advice formed the basis for the
description of federal income tax consequences appearing under the heading
"Certain Federal Income Tax Consequences" in the prospectus supplement contained
in the Registration Statement. Such description does not purport to discuss all
possible federal income tax consequences of an investment in Certificates but
with respect to those tax consequences which are discussed, it is our opinion
that the description is accurate. In addition, assuming (i) the REMIC election
is made, (ii) the Pooling and Servicing Agreement is fully executed, delivered
and enforceable against the parties thereto in accordance with its terms, (iii)
the transaction described in the prospectus supplement is completed on
substantially the terms and conditions set forth therein, and (iv) continuing
compliance with the Pooling and Servicing Agreement, it is our opinion that, for
federal income tax purposes, the Trust will be treated as a "REMIC" (as defined
in the Code), each Class of the Offered Certificates will be treated as "regular
interests" in the REMIC and the Class R Certificates will be treated as the sole
"residual interest" in the REMIC.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus supplement under the heading "Certain Federal
Income Tax Consequences."
Very truly yours,
/s/ Arter & Hadden LLP
Arter & Hadden LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated February 3, 1997, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996. We also consent to the reference to our firm under the caption "Report of
Experts".
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
December 11, 1997
