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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)
December 6, 1996
ContiSecurities Asset Funding Corp.
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(Exact name of registrant as specified in its charter)
Delaware 33-99340 13-2937238
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(State or Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
277 Park Avenue
New York, New York 10172
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 207-2800
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
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.
CONTISECURITIES ASSET FUNDING CORP.,
as Depositor
By: /s/ James E. Moore
________________________________
Name: James E. Moore
Title: President
By: /s/ Jerome M. Perelson
________________________________
Name: Jerome M. Perelson
Title: Vice President
Dated: December 6, 1996
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EXHIBIT INDEX
Exhibit No. Description Page No
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
December 6, 1996
Re: ContiSecurities Asset Funding Corp.
ContiMortgage Home Equity Loan Trust 1996-4
Registration Statement on Form S-3 No. 33-99340
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Ladies and Gentlemen:
We have acted as counsel for ContiSecurities Asset Funding Corp. 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 ContiMortgage Home Equity Loan Pass-Through
Certificates, Series 1996-4 (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 elections are 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 Lower-Tier REMIC and the
Upper-Tier REMIC each will be treated as a REMIC, each Class of the Class A
Certificates will be treated as "regular interests" in the Upper-Tier REMIC and
the Upper-Tier REMIC Residual Class will be treated as the sole "residual
interest" in the Upper-Tier REMIC. The Lower-Tier Interests A-1 through A-10 and
the Lower Tier B-IO Interests will be treated as the "regular interests" in the
Lower-Tier REMIC and the Class R Certificates will be the sole "residual
interest" in the Lower-Tier 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report dated January 22, 1996, on our audits of the consolidated financial
statements of MBIA Insurance Corporation and Subsidiaries as of December 31,
1995 and 1994 and for the three years ended December 31, 1995. 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.
December 5, 1996
New York, New York
