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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)
September 12, 1997
First Alliance Mortgage Company
(Exact name of registrant as specified in its charter)
California 33-99604-06 95-2944875
(State or Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
177305 Von Karman Avenue
Irvine, California 97614-6203
(Address of Principal (Zip Code)
Executive Offices)
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
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: September 12, 1997
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EXHIBIT INDEX
Exhibit No. Description Page No.
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8.1 Tax Opinion and Consent of Arter & Hadden
23.1 Consent of Coopers & Lybrand L.L.P.,
independent auditors of MBIA Insurance Corporation
EXHIBIT 8.1
September 12, 1997
Re: First Alliance Mortgage Company
First Alliance Mortgage Loan Trust 1997-3
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 1997-3 (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
Arter & Hadden
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.
Coopers & Lybrand L.P.P.
September 12, 1997
New York, New York
