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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) November 3, 1998
Corporate Asset Backed Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 33-91744 Applied For
(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
c/o PaineWebber Incorporated,
1285 Avenue of the Americas, 11th Floor
New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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Registrant's telephone number, including area code (212) 713-2841
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 1. Changes in Control of Registrant.
NOT APPLICABLE.
Item 2. Acquisition or Disposition of Assets.
NOT APPLICABLE.
Item 3. Bankruptcy or Receivership.
NOT APPLICABLE.
Item 4. Changes in Registrant's Certifying Accountant.
NOT APPLICABLE.
Item 5. Other Events.
SIDLEY & AUSTIN IS SUBSTITUTED FOR ORRICK, HERRINGTON &
SUTCLIFFE LLP AS COUNSEL TO THE REGISTRANT.
Item 6. Resignations of Registrant's Directors.
NOT APPLICABLE.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
(a) NOT APPLICABLE.
(b) NOT APPLICABLE.
(c) EXHIBITS.
5.1 Opinion of Sidley & Austin with respect to legality.
8.1 Opinion of Sidley & Austin with respect to tax
matters.
23.1 Consent of Sidley & Austin (included in its opinions
filed as Exhibit 5.1 and 8.1)
Item 8. Change in Fiscal Year.
NOT APPLICABLE.
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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 thereunto duly authorized.
CORPORATE ASSET BACKED
CORPORATION
By: /s/ Robert Vascellaro
------------------------------
Name: Robert Vascellaro
Title: Vice President
Dated: November 3, 1998
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EXHIBIT INDEX
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Exhibit Page
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5.1 Opinion of Sidley & Austin with respect to legality. 5
8.1 Opinion of Sidley & Austin with respect to tax matters. 7
23.1 Consent of Sidley & Austin (included in its opinions filed as Exhibit 5.1 and 8.1)
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SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
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<S> <C> <C>
CHICAGO 875 THIRD AVENUE WASHINGTON, D.C.
NEW YORK, NEW YORK 10022
DALLAS TELEPHONE 212 906 2000 LONDON
FACSIMILE 212 906 2021
LOS ANGELES SINGAPORE
FOUNDED 1866
TOKYO
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EXHIBIT 5.1
November 3, 1998
Corporate Asset Backed Corporation
c/o PaineWebber Incorporated
1285 Avenue of the Americas, 18th Floor
New York, New York 10019
Ladies and Gentlemen:
At your request, we have examined Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 33-91744) filed by Corporate Asset
Backed Corporation, a Delaware corporation (the "Registrant") with the
Securities and Exchange Commission on May 9, 1995 (the "Registration
Statement"), in connection with the Registration under the Securities Act of
1933, as amended (the "Act"), of Notes and Certificates (together, the
"Securities"). The Securities are issuable in series (each, a "Series"). Each
Series of Certificates is issued under a separate Trust Agreement by and between
the Registrant and a Trustee named therein, establishing an individual trust for
such Series (each, a "Trust"). Each Series of Notes is issued under an Indenture
between the Trust and an Indenture Trustee named therein. The Securities are to
be sold as set forth in the Registration Statement, any amendments thereto, and
the prospectus and prospectus supplement relating to each Series.
We have examined such instruments, documents and records as we deemed
relevant and necessary as a basis of our opinion hereinafter expressed. In such
examination, we have assumed the following: (a) the authenticity of original
documents and the genuineness of all signatures; (b) the conformity to the
originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examination, we are of the opinion that when the issuance
of each Series of Securities has been duly authorized by appropriate corporate
action and the Securities of such Series have been duly executed, authenticated
and delivered in accordance with the related Trust Agreement and Indenture, if
applicable, and sold in the manner described in the Registration Statement, any
amendment thereto and the prospectus and prospectus supplement relating thereto,
the Securities of such Series will be legally issued, fully paid, binding
obligations of the Trust created by each Trust Agreement, and the holders of the
Securities of such Series will be entitled to the benefits of the related Trust
Agreement and Indenture, as applicable, except as enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization, arrangement,
fraudulent conveyance, moratorium, or other laws relating to or affecting the
rights of creditors
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SIDLEY & AUSTIN NEW YORK
Corporate Asset Backed Corporation
November 3, 1998
Page 6
generally and general principles of equity, including without limitation
concepts of materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive relief, regardless
of whether such enforceability is considered in a proceeding in equity or at
law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and each prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Securities and
Exchange Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
/s/ SIDNEY & AUSTIN
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SIDLEY & AUSTIN
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SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
<TABLE>
<S> <C> <C>
CHICAGO 875 THIRD AVENUE WASHINGTON, D.C.
NEW YORK, NEW YORK 10022
DALLAS TELEPHONE 212 906 2000 LONDON
FACSIMILE 212 906 2021
LOS ANGELES SINGAPORE
FOUNDED 1866
TOKYO
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EXHIBIT 8.1
November 3, 1998
Corporate Asset Backed Corporation
c/o PaineWebber Incorporated
1285 Avenue of the Americas, 18th Floor
New York, New York 10019
Ladies and Gentlemen:
We have advised Corporate Asset Backed Corporation (the "Registrant")
with respect to certain federal income tax aspects of the issuance by the
Registrant of its Notes and Certificates, issuable in series (together, the
"Securities"). Such advice conforms to the description of selected federal
income tax consequences to holders of the Securities that appear under the
heading "Certain Federal Income Tax Consequences" in the prospectus (the
"Prospectus") forming a part of Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 33-91744) filed by the Registrant
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act") on May 9, 1995 (the "Registration Statement). Such
description does not purport to discuss all possible income tax ramifications of
the proposed issuance, but with respect to those tax consequences which are
discussed, in our opinion the description is accurate in all material respects.
This opinion is based on the facts and circumstances set forth in the
Prospectus and in the other documents reviewed by us. Our opinion as to the
matters set forth herein could change with respect to a particular Series of
Securities as a result of changes in facts and circumstances, changes in the
terms of the documents reviewed by us, or changes in the law subsequent to the
date hereof. As the Registration Statement contemplates Series of Securities
with numerous different characteristics, the particular characteristics of each
Series of Securities must be considered in determining the applicability of this
opinion to a particular Series of Securities.
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SIDLEY & AUSTIN NEW YORK
Corporate Asset Backed Corporation
November 3, 1998
Page 8
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever appearing in the
Registration Statement and the Prospectus contained therein. In giving such
consent, we do not consider that we are "experts," within the meaning of the
term as used in the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Very truly yours,
/s/ SIDNEY & AUSTIN
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SIDLEY & AUSTIN
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