SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 23, 1997
CONTISECURITIES ASSET FUNDING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 333-39505 13-2737238
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
277 PARK AVENUE, NEW YORK, NEW YORK 10172
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (212)207-2800
N/A
(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 Opinion of Stroock & Stroock & Lavan LLP regarding certain tax matters.
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1).
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants.
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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.
CONTISECURITIES ASSET FUNDING CORP.,
By: /S/ JERRY PERELSON
Name: Jerry Perelson
Title: Authorized Signatory
Dated: December 23, 1997
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EXHIBIT INDEX
EXHIBIT PAGE
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain tax matters.
23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 8.1).
23.2 Consent of Coopers & Lybrand L.L.P., independent accountants.
Exhibit 8.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
December 23, 1997
ContiSecurities Asset Funding Corp.
277 Park Avenue
New York, New York 10172
Re: ContiSecurities Asset Funding Corp.
ContiMortgage Home Equity Loan Trust 1997-5
Registration Statement on Form S-3
(NO. 333-39505)
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 1997-5 (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, REMIC I and REMIC II will each be
treated as a REMIC, each Class of the Class A Trust and Class B Certificates
will be treated as "regular interests" in a REMIC, the Class R-I Certificates
will be treated as the sole "residual interest" in REMIC I and the Class R
Certificates will be treated as the sole "residual interest" in REMIC II.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Prospectus Supplement of
our report date 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".
/S/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
New York, New York
December 16, 1997
