212-806-6640
December 11, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Residential Asset Securities Corporation, Inc.
Current Report on Form 8-K
Ladies and Gentlemen:
On behalf of Residential Asset Securities Corporation, Inc., we transmit
herewith for filing under the Securities Act of 1934, as amended, a Current
Report on Form 8-K dated December 9, 1998 (the "Form 8-K").
If you have any question concerning the transmitted materials, please do not
hesitate to contact the undersigned at (212) 806-6640.
Please acknowledge receipt of this transmission by notifying the person
indicated in the "Notify" line in the submission header of the above-referenced
filing.
Sincerely,
/s/ Robert C. Wipperman
Robert C. Wipperman, Esq.
<PAGE>
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 11, 1998
Residential Asset Securities Corporation, Inc. (as company under a Pooling
and Servicing Agreement dated as of December 1, 1998 providing for, inter
alia, the issuance of Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-KS4)
Residential Asset Securities Corporation, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-30789 75-2006294
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 5
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Opinion of Stroock & Stroock & Lavan LLP as to legality of the
securities registered.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain tax
matters (included in Exhibit 5.1).
23.2 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit
5.1).
<PAGE>
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.
RESIDENTIAL ASSET SECURITIES CORPORATION, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: December 11, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Page
5.1 Opinion of Stroock & Stroock & Lavan LLP as to legality of the
securities registered.
8.1 Opinion of Stroock & Stroock & Lavan LLP regarding certain tax matters
(included in Exhibit 5.1).
23.2 Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
<PAGE>
Exhibit 5.1
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
December 11, 1998
Residential Asset Securities Corporation, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Re: Residential Asset Securities Corporation, Inc.
Registration Statement on Form S-3
(No. 333-30789)
Ladies and Gentlemen:
We have acted as counsel for Residential Asset Securities Corporation, Inc., a
Delaware corporation (the "Company"), in connection with the authorization and
issuance from time to time in one or more series of Mortgage and Manufactured
Housing Contract Pass-Through Certificates (collectively, the "Certificates"). A
Registration Statement S-3 relating to the Certificates (No. 333-30789) (the
"Registration Statement") has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
and was declared effective on June 23, 1998. As set forth in the Registration
Statement, separate Trusts (each, a "Trust") will be established pursuant to the
conditions of a separate pooling and servicing agreement (each, a "Pooling and
Servicing Agreement") and each Trust will issue Certificates pursuant to the
respective Pooling and Servicing Agreement.
We have examined original or reproduced or certified copies of the Certificate
of Incorporation and By-laws of the Company, each as amended to date, records of
actions taken by the Company's Board of Directors, a form of Pooling and
Servicing Agreement, forms of Certificates, the prospectus and form of
prospectus supplement relating to Mortgage and Manufactured Housing Contract
Pass-Through Certificates. We also have examined such other documents, papers,
statutes and authorities as we deem necessary as a basis for the opinions
hereinafter set forth. In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original documents of all
copies submitted to us as certified or reproduced copies. As to various matters
material to such opinions, we have relied upon the representations and
warranties in the form of Pooling and Servicing Agreement and statements and
certificates of officers and representatives of the Company and others.
Based upon the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement has been duly and
validly authorized, executed and delivered by the parties thereto, it will
constitute a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms.
2. When a series Certificates, has been duly and validly
authorized by all necessary action on the part of the Company (subject to the
terms thereof being otherwise in compliance with applicable law at such time)
and when executed as specified in, and delivered pursuant to, a Pooling and
Servicing Agreement and when sold as described in the Registration Statement,
they will be validly issued and outstanding and entitled to the benefits of the
Pooling and Servicing Agreement.
3. The information in the Prospectus under the caption "United
States Federal Income Tax Consequences," and in the form of prospectus
supplement forming a part of the Prospectus under the caption "Certain Federal
Income Tax Consequences," to the extent that it constitutes matters of law or
legal conclusions, is correct with respect to the material Federal income tax
consequences of an investment in the Certificates.
In rendering the foregoing opinions, we express no opinion as to laws of any
jurisdiction other than the State of New York and the Federal law of the United
States of America. Our opinions expressed in paragraphs 1 and 2 are subject to
the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and
similar laws relating to or affecting creditors' rights generally and court
decisions with respect thereto, and we express no opinion with respect to the
application of equitable principles in any proceeding, whether at law or in
equity.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to us in each Prospectus and to the
filing of this opinion as an exhibit to any application made by or on behalf of
the Company or any dealer in connection with the registration of the Securities
under the securities or blue sky laws of any state or jurisdiction. In giving
such permission, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the General Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Stroock & Stroock & Lavan LLP
STROOCK & STROOCK & LAVAN LLP
