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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
June 19, 1998
First Alliance Mortgage Company
(on behalf of First Alliance Mortgage Loan Trust 1998-2)
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(Exact name of registrant as specified in its charter)
California 333-44585-02 95-2944875
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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
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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 Financial Security Assurance Inc.
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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: Chief Executive Officer
Dated: June 19, 1998
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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 Financial Security Assurance Inc.
EXHIBIT 8.1
June 19, 1998
Re: First Alliance Mortgage Company
First Alliance Mortgage Loan Trust 1998-2
Registration Statement on Form S-3 No. 333-44585
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 1998-2A and Series 1998-2F (the
"Notes"). 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 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 each Series of
the Notes will be treated as newly originated debt obligations of First Alliance
Mortgage Loan Trust 1998-2 (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
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 Company relating to the First Alliance
Mortgage Loan Trust 1998-2, of our report dated January 26, 1998, on our audits
of the consolidated financial statements of Financial Security Assurance Inc.
and Subsidiaries as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997. We also consent to the reference to
our Firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
June 18, 1998
