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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) March 20, 1997
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TRYON MORTGAGE FUNDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-87402 56-1930085
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Address of principal executive offices:
NationsBank Corporate Center
100 North Tryon Street, 11th Floor
Charlotte, NC 28255
Attn: Robert J. Perret
Registrant's telephone number, including area code (704) 386-2400
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Not applicable
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(Former Name or Former Address, if Changed Since Last Report.)
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ITEM 5. OTHER EVENTS.
Tryon Mortgage Funding, Inc. (the "Registrant") proposes to issue and
sell certain securities as an additional series of its Mortgage Pass-Through
Certificates previously registered with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), and
Rule 415 thereunder pursuant to its Registration Statement on Form S-3
(Registration No. 33-87402), which became effective January 5, 1995 (the
"Registration Statement").
In connection with the proposed issuance, the Registrant has named the
law firm of Kennedy Covington Lobdell & Hickman, L.L.P. ("KCLH"), as issuer's
counsel. KCLH has not previously provided its opinion as to the legality of
certificates issued pursuant to the Registration Statement, or given its consent
to be named in the Registration Statement. Accordingly, KCLH has now provided
the Registrant such opinion and consent. The Registrant hereby submits the
opinion and consent of KCLH as additional exhibits to the Registration
Statement.
This Report, including the exhibits hereto, is deemed incorporated by
reference in the Prospectus, as supplemented by the Prospectus Supplement,
pursuant to Item 12 of Form S- 3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
5.2 Opinion of Kennedy Covington Lobdell & Hickman,
L.L.P. with respect to certain matters involving the
Certificates, including the consent of Kennedy
Covington Lobdell & Hickman, L.L.P. to be named in
the Prospectus.
23.2 Consent of Kennedy Covington Lobdell & Hickman,
L.L.P. to be named in the Prospectus (included in
Exhibit 5.2).
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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.
TRYON MORTGAGE FUNDING, INC.
By: /s/ James H. Sherrill
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Name: James H. Sherrill
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Its: Vice President
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Dated: March 20, 1997
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TRYON MORTGAGE FUNDING, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No Exhibit Description Numbered Page
- - ---------- ------------------- -------------
<C> <C> <C>
5.2 Opinion of Kennedy Covington 5 Lobdell & Hickman, L.L.P. with respect 5
to certain matters involving the Certificates, including consent of
Kennedy Covington Lobdell & Hickman, L.L.P. to be named in the
Prospectus.
23.2 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. to be named in
the Prospectus (included in Exhibit 5.2).
</TABLE>
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EXHIBIT 5.2
KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
ATTORNEYS AT LAW
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
March 20, 1997
Tryon Mortgage Funding, Inc.
NationsBank Corporate Center
100 North Tryon Street
Charlotte, NC 28225
Ladies and Gentlemen:
We have acted as special counsel to Tryon Mortgage Funding, Inc., a
Delaware corporation (the "Company"), in connection with the proposed issuance
of certain securities as additional series (each, a "Series") of the Company's
Mortgage Pass-Through Certificates (the "Certificates"), previously registered
with the Securities and Exchange Commission (the "Commission") pursuant to the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
filed by the Company under the Securities Act of 1933, as amended (the "Act"),
and Rule 415 thereunder. In connection with this proposed issuance, we have
reviewed the Registration Statement.
Each Series of Certificates under the Registration Statement will be
issued pursuant to a Pooling and Servicing Agreement with respect to such Series
(each, a "Pooling and Servicing Agreement"), each among the Company, as sponsor,
the entity named therein as master servicer and the entity named therein as
trustee. We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of (i) the form of Pooling and
Servicing Agreement that is filed as an exhibit to the Registration Statement
and prospectus and prospectus supplement included therein (together, the
"Prospectus"); and (ii) such other documents as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
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copies and the authenticity of the originals of such copies. As to any facts
material to such opinions which we did not independently establish or verify, we
have relied upon statements and representations of officers and other
representatives of the Company and of public officials and agencies.
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of North Carolina and the federal laws of the United States of
America to the extent specifically referred to herein.
Based upon and subject to the foregoing, we are of the opinion that
each Series of Certificates, when duly authenticated and delivered in accordance
with the terms of the Pooling and Servicing Agreement pursuant to which such
Series is issued, will be validly issued and outstanding, fully paid and
non-assessable, and the holders of such Certificates will be entitled to the
benefits of such Pooling and Servicing Agreement.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to Kennedy Covington Lobdell &
Hickman, L.L.P. under the caption "Legal Matters" in the Prospectus.
Very truly yours,
/s/ KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.
