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) June 25, 1999.
Oakwood Mortgage Investors, Inc.
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(Exact name of registrant as specified in charter)
North Carolina 333-72621 88-0396566
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(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 Convention Center Drive, Suite 850, Las Vegas, Nevada 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 949-0056
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On or about June 25, 1999, the Registrant expects to enter into an
underwriting agreement with Credit Suisse First Boston Corporation, Banc of
America Securities LLC and First Union Capital Markets Corp. (the
"Underwriters"), pursuant to which the Underwriters will agree to purchase and
offer for sale to the public, $299,286,000 aggregate initial principal amount of
the Registrant's Senior/Subordinated Pass-Through Certificates, Series 1999-C,
Class A-1, Class A-2, Class M-1, Class M-2 and Class B-1 (the "Offered
Securities"). The Offered Securities will be registered for sale under the
Registrant's shelf Registration Statement on Form S-3 (333-72621), and
will be offered pursuant to a Prospectus, dated June 25, 1999, and a related
Prospectus Supplement, dated June 25, 1999, to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended and Rule
424 thereunder.
The Registrant notes that with respect to Part I of the Registrant's
Pre-Effective Amendment No. 4 to its Registration Statement, the form of
prospectus supplement provided contained all then-known transaction information
with respect to the Offered Securities. Nevertheless, this form of prospectus
supplement is also intended to serve as a form for future offerings under the
Registration Statement.
In addition, the Registrant is filing Exhibits 5.1, 8.1 and 23.1 listed
in Item 7(c) below in connection with the proposed issuance of the Offered
Securities.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
5.1 Legality Opinion of Messrs. Hunton & Williams
8.1 Tax Opinion of Messrs. Hunton & Williams (included in Exhibit 5.1)
23.1 Consent of Messrs. Hunton & Williams (included in Exhibit 5.1)
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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.
June 25, 1999 OAKWOOD MORTGAGE INVESTORS, INC.
By: /s/ Zaklina McGrew
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Name: Zaklina McGrew
Title: Vice President
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INDEX TO EXHIBITS
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Page
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5.1 Legality Opinion of Messrs. Hunton & Williams..........................................[Electronic Format]
8.1 Tax Opinion of Messrs. Hunton & Williams (included in Exhibit 5.1).....................[Electronic Format]
23.1 Consent of Messrs. Hunton & Williams
(included in Exhibit 5.1)..............................................................[Electronic Format]
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Exhibit 5.1
[Hunton & Williams Letterhead]
June 25, 1999
Oakwood Mortgage Investors, Inc.
101 Convention Center Drive
Las Vegas, Nevada 89109
OAKWOOD MORTGAGE INVESTORS, INC.
REGISTRATION STATEMENT ON FORM S-3 (333-72621)
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Ladies and Gentlemen:
We have acted as special counsel for Oakwood Mortgage Investors,
Inc., a Nevada corporation (the "Company"), in connection with the preparation
of its Registration Statement on Form S-3, File No. 333-72621 (together with the
exhibits and amendments thereto, the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), for the registration under the Act of certain series of
pass-through certificates.
In connection with the proposed issuance and sale of the Company's
Senior/Subordinated Pass-Through Certificates, Series 1999-C, Class A-1, Class
A-2, Class M-1, Class M-2 and Class B-1 Certificates (the "Certificates") by OMI
Trust 1999-C (the "Trust"), and in order to express our opinion hereinafter
stated, we have examined: the form of Pooling and Servicing Agreement, including
the Standard Terms thereto, and the form of Sales Agreement (collectively, the
"Transaction Documents") filed as an exhibit to the Registration Statement. We
have also examined such statutes, corporate records and other instruments and
documents as we have deemed necessary for the purposes of this opinion.
Based on and subject to the foregoing, we are of the opinion that:
1. (a) when the Transaction Documents each have been duly completed,
executed and delivered by all of the parties thereto to reflect the specific
terms of the transaction, (b) if the parties to the Transaction Documents comply
(without waiver) with all of the provisions thereof, and (c) if elections
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properly are made and filed for each of the pooling assets and the issuing
assets to be treated as a separate real estate mortgage investment conduit (a
"REMIC") pursuant to Section 860D of the Internal Revenue Code of 1986, as
amended (the "Code"), the Certificates offered for sale under the Registration
Statement will be considered "regular interests" in a REMIC on the date of
issuance thereof and thereafter, and the Trust will not be treated as an
association taxable as a corporation for federal income tax purposes, assuming
continuing compliance with the REMIC provisions of the Code and regulations
thereunder.
2. when the Transaction Documents have been duly executed and
delivered by the parties thereto, they will constitute a valid, legal and
binding agreement of the Company, enforceable against the Company in accordance
with their terms, subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors' rights generally
and to general principles of equity, regardless of whether enforcement is sought
in a proceeding in equity or at law.
3. when the Certificates have been duly issued, executed and
authenticated in accordance with the provisions of the Pooling and Servicing
Agreement and delivered to and paid for by the purchasers thereof, the
Certificates will be legally and validly issued for adequate consideration and
(a) the Certificateholders will be entitled to the benefits provided by the
Pooling and Servicing Agreement and (b) no Certificateholder will be subject to
any further assessment in respect of the purchase price of the Certificates.
You should be aware that the above opinions represent our conclusions
as to the application of existing law to the transaction described above as of
the date hereof. We do not undertake to advise you of any changes in the
opinions expressed herein from matters that might hereafter arise or be brought
to our attention. In addition, there can be no assurance that contrary positions
will not be taken by the Internal Revenue Service or that the law will not
change. You should also be aware that we have not reviewed the Transaction
Documents in their final, executed form and this opinion is expressly predicated
on the satisfactory completion and execution of the Transaction Documents.
Our opinions expressed herein are limited to the federal laws of the
United States of America and the States of Nevada and North Carolina. No opinion
has been sought and none has been given concerning the tax consequences of the
transaction under the laws of any state.
We hereby consent to the filing of this opinion under cover of Form 8-K
with the Securities and Exchange Commission, to be incorporated by reference as
an exhibit to the Registration Statement. In giving this consent, we do not
admit that we are in the category of persons whose consent is required by
Section 7 of the Act, or the rules and regulations promulgated thereunder by the
Securities and Exchange Commission.
Very truly yours,
/s/ Hunton & Williams
