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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 23, 1998
ABN AMRO MORTGAGE CORPORATION (as depositor under the Pooling and Servicing
Agreement, dated as of December 1, 1998 providing for, inter alia, the issuance
of ABN AMRO Mortgage Corporation Mortgage Pass-Through Certificates Series
1998-5)
ABN AMRO MORTGAGE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-57027 36-3886007
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(Commission File Number) (I.R.S. Employer Identification No.)
181 West Madison Street, Chicago, Illinois 60602
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(Address of Principal Executive Offices) (Zip Code)
(248) 643-2530
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 23, 1998, the Registrant caused the issuance and sale of
approximately $242,051,698 initial principal amount of Mortgage Pass-Through
Certificates, Series 1998-5 (the "Certificates") pursuant to a Pooling and
Servicing Agreement dated as of December 1, 1998, among ABN AMRO Mortgage
Corporation, as depositor, Chase Bank of Texas, National Association, as trustee
and LaSalle Home Mortgage Corporation, as servicer.
In connection with the sale of the Series 1998-5 Certificates (the
"Certificates"), the Registrant is filing a copy of the opinion letter issued by
Mayer, Brown & Platt with respect to tax matters and legality.
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<TABLE>
<CAPTION>
ITEM 601(a) OF
REGULATION S-K
EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters
(included as part of Exhibit 5.1)
</TABLE>
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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.
ABN AMRO MORTGAGE CORPORATION
(Registrant)
Dated: December 23, 1998 By: /s/ Maria Fregosi
-----------------------------------
Name: Maria Fregosi
Title: Vice President
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
ITEM 601(a) OF SEQUENTIALLY
REGULATION S-K NUMBERED
EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion Letter re: legality
8.1 Opinion Letter re: tax matters
(included as part of Exhibit 5.1)
</TABLE>
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ABN AMRO Mortgage Corporation
December 23, 1998
Page 1
EXHIBIT 1
December 23, 1998
ABN AMRO Mortgage Corporation
181 West Madison Street, Suite 3250
Chicago, Illinois 60602-4510
Ladies and Gentlemen:
We have acted as special counsel to ABN AMRO Mortgage Corporation (the
"Company") in connection with the issuance of Mortgage Pass-Through
Certificates, Series 1998-5 (the "Certificates"), evidencing undivided interests
in a trust fund consisting primarily of certain mortgage loans, pursuant to the
Pooling and Servicing Agreement, dated as of December 1, 1998 (the "Pooling and
Servicing Agreement"), among the Company as depositor, LaSalle Home Mortgage
Corporation, as servicer (the "Servicer"), and Chase Bank of Texas, National
Association as trustee (the "Trustee"). The Company has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
(no. 333-57027) on Form S-3 for the registration under the Securities Act of
1933, as amended (the "Act"), of Mortgage Pass-Through Certificates (issuable in
series), including the Certificates, which registration statement was declared
effective on September 18, 1998. The Company has filed with the Commission
pursuant to Rule 424(b) under the rules and regulations of the Commission under
the Act (the "1933 Act Regulations") a supplement, dated December 22, 1998 (the
"Prospectus Supplement"), to the prospectus, dated September 18, 1998 (the
"Basic Prospectus"), relating to the Certificates and the method of distribution
thereof. Such registration statement (no. 333-57027) including exhibits thereto
and any information incorporated therein by reference is hereinafter called the
"Registration Statement"; the Basic Prospectus and the Prospectus Supplement and
any information incorporated therein by reference, together with any amendment
thereof or supplement thereto authorized by the Company, are hereinafter called
the "Prospectus."
We have examined the Registration Statement, the Pooling and Servicing
Agreement, the Prospectus and such other documents as we have deemed necessary
or advisable for purposes of rendering this opinion. Additionally, our advice
has formed the basis for the description of the selected Federal income tax
consequences of the purchase, ownership and disposition of the Certificates to
an original purchaser that appears under the heading "Certain Federal Income Tax
Consequences" in the Prospectus (the "Tax Description"). Except as otherwise
indicated herein, all terms defined in the Prospectus are used herein as so
defined.
In rendering the opinions set forth below, we have relied without
independent investigation on the opinion letters of Kirk Flores, counsel to the
Company, Thomas Rosiello, counsel to the Servicer, Thomas Godfrey, counsel to
the Trustee and Charles Waters, Jr., counsel to the Trustee, copies of which are
annexed hereto as Schedules 1, 2, 3 and 4, respectively.
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ABN AMRO Mortgage Corporation
December 23, 1998
Page 2
The opinion set forth in paragraph 2 of this letter is based upon the
applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury
regulations promulgated and proposed thereunder, current positions of the
Internal Revenue Service (the "IRS") contained in published Revenue Rulings and
Revenue Procedures, current administrative positions of the IRS and existing
judicial decisions. This opinion is subject to the explanations and
qualifications set forth under the caption "Certain Federal Income Tax
Consequences" in the Prospectus. No tax rulings will be sought from the IRS with
respect to any of the matters discussed herein.
On the basis of the foregoing examination and assumptions, and upon
consideration of applicable law, it is our opinion that:
1. The Pooling and Servicing Agreement has been duly and validly
authorized, executed and delivered by the Depositor, the Servicer and the
Trustee, and the Certificates have been duly executed, authenticated, delivered
and sold as contemplated in the Registration Statement, and the Certificates are
legally and validly issued, fully paid and nonassessable, and the holders of
such Certificates are entitled to the benefits of such Pooling and Servicing
Agreement.
2. The statements in the Prospectus under the headings "ERISA
Considerations" and "Certain Federal Income Tax Consequences" and the statements
in the applicable Prospectus Supplement under the headings "Certain Federal
Income Tax Consequences" and "ERISA Considerations", to the extent that they
describe matters of United States federal income tax law or ERISA or legal
conclusions with respect thereto, have been prepared or reviewed by such counsel
and are accurate in all material respects. There can be no assurance, however,
that the tax conclusions presented therein will not be successfully challenged
by the IRS, or significantly altered by new legislation, changes in IRS
positions or judicial decisions, any of which challenges or alterations may be
applied retroactively with respect to completed transactions.
Very truly yours,
s/s
MAYER, BROWN & PLATT
DAC/JVG/LBT
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SCHEDULE 1
ABN-AMRO KIRK P. FLORES
Counsel
ABN AMRO NORTH AMERICA, INC.
135 South LaSalle Street
Chicago, Illinois 60674-9135
(312) 904-2014
December 23, 1998
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603-3441
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 1998-5
Ladies and Gentlemen:
I am Counsel of ABN AMRO North America, Inc., an affiliate of ABN AMRO Mortgage
Corporation (the "Company"), and as such, I have acted as counsel to the Company
in connection with (i) that certain Underwriting Agreement (the "Underwriting
Agreement") dated as of December 22, 1998 by and among the Company, Standard
Federal Bancorporation, Inc. ("Standard Federal"), Bear, Stearns & Co. Inc.
("Bear Stearns") and ABN AMRO, Incorporated ("AAI"), (ii) that certain Terms
Agreement (the "Terms Agreement") dated as of December 22, 1998 by and among the
Company, Standard Federal, Bear Stearns and AAI, (iii) that certain Purchase
Agreement (the "Purchase Agreement") dated as of December 23, 1998 by and among
the Company, Standard Federal, Bear Stearns and AAI, (iv) the other documents
referred to below. Terms used herein without definition shall have the meanings
given such terms in the Underwriting Agreement or the Purchase Agreement, as the
context requires.
I have examined executed counterparts of the Underwriting Agreement, the Terms
Agreement and the Purchase Agreement and such other documents, opinions and
certificates as I have deemed necessary or appropriate to render this opinion.
In making such examination of documents, I have assumed that the parties to
documents requiring execution and delivery, other than the Company, have the
power to enter into and perform all of their respective obligations thereunder,
and I have also assumed the due authorization by, and the due execution and
delivery of, such documents by each such party.
Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:
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Mayer, Brown & Platt
December 23, 1998
Page Two
1. The Company is validly existing as a corporation in good standing under the
laws of the State of Delaware.
2. The execution and delivery by the Company of the Underwriting Agreement, the
Terms Agreement, the Purchase Agreement and applicable Pooling and Servicing
Agreement and the signing of the Registration Statement (as defined in the
Underwriting Agreement) by the Company are within the corporate power of
the Company and have been duly authorized by all necessary corporate
action on the part of the Company; and neither the issue and sale of
the Certificates (as defined in the Underwriting Agreement) or the
Purchased Certificates (as defined in the Purchase Agreement) nor the
consummation of the transactions contemplated herein or therein nor the
fulfillment of the terms hereof or thereof will conflict with or constitute a
breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company pursuant to, any
contract, indenture, mortgage, or other instrument to which the Company is a
party or by which it may be bound of which I am aware, other than the lien or
liens created by the applicable Pooling and Servicing Agreement, nor will such
action result in any violation of the provisions of the certificate of
incorporation or by-laws of the Company or, any statute, rule or regulation to
which the Company is subject or by which it is bound or any writ, injunction or
decree of any court, governmental authority or regulatory body to which it is
subject or by which it is bound of which I am aware.
3. Other than as may be set forth or contemplated in the Prospectus, (as defined
in the Purchase Agreement) there is no action, suit or proceeding of which I am
aware before or by any court or governmental agency or body, domestic or
foreign, now pending or, to the best of my knowledge, threatened against the
Company which might result in any material adverse change in the financial
condition, earnings, affairs or business of the Company, or which might
materially and adversely affect the properties or assets thereof or
might materially and adversely affect the performance by the Company
of its obligations under, or the validity or enforceability of, the
Certificates, the Purchased Certificates, the Underwriting Agreement, the
Purchase Agreement or the Pooling and Servicing Agreement, or which is required
to be disclosed in the Registration Statement (as defined in the Underwriting
Agreement.)
I am a member of the bar of the State of Illinois and, with the exception of the
opinions expressed in paragraph 1 (as to which I have relied on certificates
issued by the Secretary of State of Delaware), do not express any opinion with
respect to the laws of any jurisdiction other than the State of Illinois and the
Federal Law of the United States of America. Nothing herein expresses any
opinion with respect to state and federal securities laws, including the
Securities Act of 1933 or the Illinois Securities Law of 1953.
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Mayer, Brown & Platt
December 23, 1998
Page Three
You are hereby authorized to furnish copies of this opinion to Bear Stearns &
Co. Inc. and ABN AMRO Incorporated, which shall be entitled to rely on said
opinion as if the same were addressed to them. This opinion is solely for your
benefit and that of Bear Stearns & Co. Inc. and ABN AMRO Incorporated, and may
not be relied upon, nor may copies be delivered to, any other person without
the written consent of the undersigned.
Sincerely,
s/s
Kirk P. Flores
KPF:ch
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SCHEDULE 2
ABN-AMRO North America, Inc. THOMAS A. ROSIELLO
Senior Counsel
135 South LaSalle Street
Chicago, Illinois 60603
December 23, 1998 (312) 443-2707
Bear, Stearns & Co. Inc. ABN AMRO Incorporated
245 Park Avenue 208 South LaSalle Street
New York, New York 10167 Chicago, IL 60602
Re: ABN AMRO Mortgage Corporation, Depositor, Multi-Class
Mortgage Pass-Through Certificates, Series 1998-5
Ladies and Gentlemen:
I am Senior Counsel of ABN AMRO North America, Inc., an affiliate of LaSalle
Home Mortgage Corporation (the "Servicer"), and as such, I have acted as counsel
to the Servicer in connection with that certain Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") dated as of December 1, 1998 by and
among the Servicer, ABN AMRO Mortgage Corporation and Chase Bank of Texas,
National Association. Terms used herein without definition shall have the
meanings given such terms in the Pooling and Servicing Agreement.
I have examined executed counterparts of the Pooling and Servicing Agreement and
such other documents, opinions and certificates as I have deemed necessary or
appropriate to render this opinion. In making such examination of documents, I
have assumed that the parties to documents requiring execution and delivery,
other than the Servicer, have the power to enter into and perform all of their
respective obligations thereunder, and I have also assumed the due authorization
by, and the due execution and delivery of, such documents by each such party.
Based upon the foregoing and my examination of such other matters of fact and
law as I deem appropriate to the opinions expressed herein, I am of the opinion
that:
1. The Servicer is validly existing as a corporation in good standing under the
laws of the State of Illinois.
2. The execution and delivery by the Servicer of the Pooling and Servicing
Agreement is within the corporate power of the Servicer and have been duly
authorized by all necessary corporate action on the part of the Servicer; and,
to my knowledge, neither the execution and delivery of the Pooling and Servicing
Agreement nor the consummation of the transactions contemplated therein, nor
compliance with the provisions thereof, will conflict with or constitute a
breach of, or default under, any contract, indenture, mortgage, loan agreement,
note, lease, deed of trust, or other instrument to which the Servicer is a party
or by which it may be bound of which I am aware, nor will such action result in
any violation of the provisions of the articles of incorporation or by-laws of
the Servicer or, any law, administrative regulation or administrative or court
decree of which I am aware.
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Bear, Stearns & Co. Inc.
ABN AMRO Incorporated
December 23, 1998
Page 2
3. The Pooling and Servicing Agreement has been duly executed and delivered by
the Servicer and constitutes a legal, valid and binding obligation of the
Servicer enforceable against the Servicer in accordance with its terms, except
that such enforceability thereof may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally, or the rights of federally chartered thrift
institutions and their subsidiaries, and subject, as to enforceability, to
general principles of equity (regardless whether enforcement is sought in a
proceeding in equity or at law).
4. To my knowledge, the execution, delivery and performance by the Servicer of
the Pooling and Servicing Agreement do not require the consent or approval of,
the giving of notice to, the registration with, or the taking of any other
action in respect of any federal, state or other governmental agency or
authority which has not previously been effected.
5. There is no action, suit or proceeding of which I am aware before or by any
court or governmental agency or body, domestic or foreign, now pending or, to
the best of my knowledge, threatened against the Servicer which might materially
and adversely affect the performance by the Servicer of its obligations under,
or the validity or enforceability of, the Pooling and Servicing Agreement.
6. The description of the Servicer in the applicable Prospectus Supplement is
true and correct in all material respects.
I am a member of the bar of the State of Illinois and do not express any opinion
with respect to the laws of any jurisdiction other than the State of Illinois
and the Federal Law of the United States of America. Nothing herein expresses
any opinion with respect to state and federal securities laws, including the
Securities Act of 1933 or the Illinois Securities Law of 1953. This opinion is
solely for your benefit and may not be relied upon, nor may copies be delivered
to, any other person without the written consent of the undersigned.
Sincerely,
s/s
Thomas A. Rosiello
Tar:ch
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SCHEDULE 3
THE CHASE MANHATTAN BANK THOMAS F. GODFREY
270 Park Avenue, 41st Floor Vice President and
New York, NY 10017-2070 Assistant General Counsel
Tel 212-270-6949 Legal Department
December 23, 1998
ABN AMRO Incorporated
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, Illinois 60602
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Fitch IBCA, Inc.
One State Street Plaza, 32nd Floor
New York, NY 10004
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Standard & Poor's Corporation
25 Broadway
New York, New York 10004
Re: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates, Series 1998-5
(the "Certificates")
Ladies and Gentlemen:
I am a Vice President and Assistant General Counsel of The Chase
Manhattan Bank ("Chase") and, as such, have reviewed the Pooling and Servicing
Agreement dated as of December 1, 1998 (the "Agreement") among ABN AMRO Mortgage
Corporation, LaSalle Home Mortgage Corporation, and Chase Bank of Texas,
National Association, an affiliate of Chase, as trustee (the "Trustee").
In rendering this opinion, I have also reviewed such corporate records,
agreements, certificates, opinions and other documents, and such provisions of
law, as I have deemed relevant and appropriate as a basis for the opinions
hereinafter expressed. In such review I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, and
the conformity to the original documents of all documents submitted to me as
copies. In making my examination of any documents, I have assumed that all
parties to such documents other than Chase had the corporate power and authority
to enter into and to perform all obligations thereunder, and as to such parties,
I have also assumed the due
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authorization by all requisite corporate action and the due execution and
delivery of such documents and the validity and binding effect thereof. I have
relied as to matters of fact upon statements of officers of Chase and others
without any independent investigation or verification thereof.
Based on the foregoing review, and subject to the qualifications
expressed herein, I am of the opinion that the Agreement is a valid and legally
binding obligation of the Trustee, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and transfer, and similar laws affecting creditors' rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
I am admitted to practice law only in the State of New York and the
opinions expressed above are limited to the laws of the State of New York.
This opinion letter is limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond such matters. I am
furnishing this opinion to you solely for your benefit in connection with the
Agreement, and no other person is entitled to rely hereon. This opinion may not
be used, circulated, quoted or otherwise referred to for any other purpose
without my prior written consent.
Very truly yours,
s/s
Thomas F. Godfrey
Vice President and
Assistant General Counsel
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SCHEDULE 4
CHARLES H. WATERS, JR.
Attorney at Law
Chase Tower
600 Travis Street, Suite 1150
Houston, TX 77002
Mailing Address: Telephone: (713) 216-8507
P.O. Box 4717 Telecopier: (713) 216-5476
Houston, TX 77210-4717 Internet: [email protected]
December 23, 1998
To the Addressees Listed on Exhibit A hereto.
Re: ABN AMRO Mortgage Corporation
Multi-ClassMortgage Pass-Through Certificates, Series 1998-5
(the "Series 1998-5 Certificates")
Ladies and Gentlemen:
I have acted as counsel to Chase Bank of Texas, National Association, a
national banking association, in its capacity as trustee (the "Trustee"), in
connection with the issuance of the referenced Series 1998-5 Certificates,
issued pursuant to a Pooling and Servicing Agreement dated as of December 1,
1998 (the "Agreement"), by and among ABN AMRO Mortgage Corporation, as
Depositor, LaSalle Home Mortgage Corporation, as Servicer, and the Trustee. In
connection therewith, I have reviewed the Agreement, the articles of
association, bylaws and resolutions of the Board of Directors of the Trustee,
and such other documents as I have deemed necessary or advisable as a basis for
the opinions herein expressed.
In my examination, I have assumed the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies, the authenticity
of the originals of such latter documents, and the accuracy of the statements
contained in such documents.
Based upon the foregoing and subject to the qualifications set out
herein, under applicable law of the State of Texas and the United States of
America in force and effect as of the date hereof, I am of the opinion that:
1. The Trustee is duly organized, validly existing and in good standing
as a national banking association having the powers of a trust company, with
full corporate and other power and authority to conduct its business and affairs
as a trustee. Effective January 20, 1998, the name of the Trustee was changed
from Texas Commerce Bank National Association to Chase Bank of Texas, National
Association.
2. The Trustee has duly accepted the office of trustee under the
Agreement.
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ABN AMRO Mortgage Corporation, et al.
December 23, 1998
Page 2
3. The Trustee has full right, power and authority to execute and
deliver the Agreement as trustee, to perform its obligations thereunder and to
consummate all of the transactions contemplated by the Agreement.
4. The Trustee has duly authorized, executed and delivered the
Agreement.
5. The execution and delivery of the Agreement by the Trustee, and its
performance of and compliance with the terms of the Agreement, will not violate
the Trustee's charter or bylaws and will not constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which
the Trustee is a party or which is applicable to any of its assets.
6. The Trustee is not in violation of, and its execution and delivery
of the Agreement and its performance of and compliance with the terms thereof,
will not conflict with or constitute a violation of, any law, any order or
decree of any court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority, which violation
would materially and adversely affect either the ability of the Trustee to
perform its obligations under the Agreement or the financial condition of the
Trustee.
7. No litigation is pending or, to the best knowledge of the
undersigned, threatened against the Trustee which would prohibit the Trustee
from entering into the Agreement or which would materially and adversely affect
either the ability of the Trustee to perform its obligations under the Agreement
or the financial condition of the Trustee.
8. No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body having
jurisdiction over the Trustee is required for the execution, delivery or
performance by the Trustee of its obligations under the Agreement.
9. The Series 1998-5 Certificates have been duly and validly executed,
authenticated and delivered by the Trustee in accordance with the Agreement.
I express no opinion with respect to the applicability or effect of any
state or federal securities laws or of any federal, state or local tax laws. I
am a member of the Texas Bar only and express no opinion on the laws of any
jurisdiction other than the State of Texas and, to the extent applicable, the
United States of America.
Very truly yours,
s/s
Charles H. Waters, Jr.
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Re: ABN AMRO Mortgage Corporation
Multi-Class Mortgage Pass-Through Certificates, Series 1998-5
EXHIBIT A TO OPINION OF CHARLES H. WATERS, JR.
ABN AMRO Mortgage Corporation
181 West Madison, 32nd Floor
Chicago, Illinois 60602
LaSalle Home Mortgage Corporation
4242 North Harlem Avenue
Norridge, Illinois 60634
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Fitch IBCA Inc.
One State Street Plaza, 32nd Floor
New York, New York 10004
Thacher Proffitt & Wood
2 World Trade Center, 40th Floor
New York, New York 10048
Chase Bank of Texas, National
Association, as Trustee
600 Travis Street, 10th Floor
Houston, Texas 77002
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
Standard & Poor's Ratings Services, a
Division of The McGraw-Hill Companies, Inc.
25 Broadway
New York, New York 10004
ABN AMRO Incorporated
181 West Madison, 32nd Floor
Chicago, Illinois 60602
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[INCLUDED AS PART OF EXHIBIT 5.1]
