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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 16, 1998
First Alliance Mortgage Company
(on behalf of First Alliance Mortgage Loan Trust 1998-3)
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(Exact name of registrant as specified in its charter)
California 333-44585-03 95-2944875
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
17305 Von Karman Avenue
Irvine, California 92614-6203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 224-8500
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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 PricewaterhouseCoopers LLP, 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/ Francisco Nebot
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Name: Francisco Nebot
Title: Executive Vice President and
Chief Financial Officer
Dated: September 16, 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 PricewaterhouseCoopers LLP, independent auditors of
MBIA Insurance Corporation
Exhibit 8.1
September 16, 1998
Re: First Alliance Mortgage Company
First Alliance Mortgage Loan Trust 1998-3
Registration Statement on Form S-3 No. 333-44585
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 1998-3 (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 (exclusive of the
Pre-Funding Account, the Capitalized Interest Account and the Available Funds
Cap-Carry Forward Account) will be treated as a "REMIC" (as defined in the
Code), each Class of the Offered Certificates (except with respect to the
portion of the Class A-4 Certificates that represents the right to receive the
Available Funds Cap-Carry Forward Amount) will be treated as "regular interests"
in the REMIC and the Class R Certificates will be treated as the sole "residual
interests" 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 the Prospectus Supplement of
First Alliance Mortgage Company relating to the First Alliance Mortgage Loan
Trust 1998-3, of our report dated February 3, 1998, on our audits of the
consolidated financial statements of MBIA Insurance Corporation 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 "Report of Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
September 15, 1998
