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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)
March 13, 1998
First Alliance Mortgage Company
(on behalf of First Alliance Mortgage Loan Trust 1998-1A)
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(Exact name of registrant as specified in its charter)
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California 333-44585-01 95-2944875
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<S> <C> <C>
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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177305 Von Karman Avenue
Irvine, California 97614-6203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 224-8400
No Change
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(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/ Mark K. Mason
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Name: Mark K. Mason
Title: Executive Vice President and
Chief Financial Officer
Dated: March 13, 1998
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EXHIBIT INDEX
Exhibit No. Description Page No.
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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
March 13, 1998
Re: First Alliance Mortgage Company
Adjustable Rate Mortgage Loan Asset Backed Notes, Series 1998-1A
Registration Statement on Form S-3 No. 333-44585
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Ladies and Gentlemen:
We have acted as counsel for First Alliance Mortgage Company (the
"Seller") 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 Notes, Series 1998-1A (the "Notes"). Our advice
formed the basis for the description of the 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 the Notes but with respect to those tax consequences which are
discussed, it is our opinion that the description is accurate. Assuming issuance
of the Notes, it is our opinion that the Notes will be treated as newly
originated debt obligations of First Alliance Mortgage Loan Trust 1998-1A (the
"Issuer") and not as representing an ownership interest in the assets included
in the trust estate or an equity interest in the Issuer or the Seller. In
addition, for federal income tax purposes, the Issuer will not be classified (i)
as an association taxable as a corporation, (ii) a taxable mortgage pool as
defined in Section 7701(i) of the Internal Revenue Code of 1986, as amended, or
(iii) a "publicly traded partnership" as defined in Treasury Regulations Section
1.7704-1.
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
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Arter & Hadden LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus Supplement of
First Alliance Mortgage Loan Trust 1998-1A, dated March 10, 1998, 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" in
such Prospectus Supplement.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
March 13, 1998
