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) October 15, 1996
SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under a Pooling and Servicing
Agreement dated as of August 1, 1996 providing for, inter alia, the issuance of
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1996-3)
SOUTHERN PACIFIC SECURED ASSETS CORP.
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 333-3197 33-0659688
---------- -------- ----------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
One Centerpointe Drive, Suite 500
Lake Oswego, Oregon 97035
------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (909) 788-7808
--------------
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
<PAGE>
On October 15, 1996 following the closing of the initial issuance of
the Series 1996-3 Certificates, pursuant to the Pooling and Servicing Agreement,
dated as of August 1, 1996 (the "Agreement") among Southern Pacific Secured
Assets Corp. (the "Company"), Advanta Mortgage Corp. USA and Bankers Trust
Company of California, N.A. (the "Trustee"), the Trustee purchased from the
Company certain Subsequent Mortgage Loans, as defined in the Agreement, with an
aggregate principal balances equal to $40,591,336.28 and 9,350,058.45,
respectively, with funds on deposit in the pre-funding accounts established
pursuant to the Agreement at a purchase price equal to the principal balance
thereof, which Subsequent Mortgage Loans were conveyed to the Trustee pursuant
to a Subsequent Transfer Instrument, dated October 15, 1996, between the Company
and the Trustee (the "Instrument"). Attached to the Instrument is the Mortgage
Loan Schedule listing the Subsequent Mortgage Loans that are the subject of such
Instrument.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description
- - ----------- ----------- -----------
1 99.1 Subsequent Transfer
Instrument, dated as of
October 15, 1996 between
Southern Pacific Secured
Assets Corp. as seller, and
Bankers Trust Company of
California, N.A., as trustee.
<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.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Gary Palmer
-----------------------------
Name: Gary Palmer
Title: Director
Dated: October 15, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
1 Subsequent Transfer Instrument 5
EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument (the
"Instrument"), dated October 15, 1996, between Southern Pacific Secured Assets
Corp., as seller (the "Company"), and Bankers Trust Company of California, N.A.,
as Trustee of the Southern Pacific Secured Assets Corp. Mortgage Loan
Asset-Backed Pass-Through Certificates, Series 1996-3, as purchaser (the
"Purchaser"), and pursuant to the Pooling and Servicing Agreement, dated as of
August 1, 1996, among the Company, as company, Advanta Mortgage Corp. USA, as
master servicer, and the Trustee, as trustee (the "Pooling and Servicing
Agreement"), the Company and the Purchaser agree to the sale by the Company and
the purchase by the Purchaser of the Mortgage Loans listed on the attached
Schedule of Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.
(a) The Company does hereby sell, transfer, assign, set over
and convey to the Purchaser, without recourse, all of its right, title and
interest in and to the Subsequent Mortgage Loans, and including all principal
received and interest accruing on the Subsequent Mortgage Loans on and after the
related Subsequent Cut-Off Date, and all items with respect to the Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 of the Pooling and
Servicing Agreement; provided, however, that the Company reserves and retains
all right, title and interest in and to principal (including Prepayments and
Curtailments) received and interest accruing on the Subsequent Mortgage Loans
prior to the related Subsequent Cut-off Date. The Company, contemporaneously
with the delivery of this Agreement, has delivered or caused to be delivered to
the Trustee each item set forth in Section 2.03 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Company of the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the Company, the Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Company.
(b) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Instrument and the Pooling and Servicing
Agreement shall be borne by the Company.
(c) Additional terms of the sale are set forth on Attachment A
hereto.
Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS
PRECEDENT.
(a) The Company hereby affirms the representations and
warranties set forth in Section 3.03 of the Pooling and Servicing Agreement that
relate to the Subsequent Mortgage Loans as of the date hereof. The Company
hereby confirms that each of the conditions set forth in Section 2.08(b) of the
Pooling and Servicing Agreement are satisfied as of the date hereof.
<PAGE>
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. RECORDATION OF INSTRUMENT.
To the extent permitted by applicable law, this Instrument, or
a memorandum thereof if permitted under applicable law, is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the Certificateholders' expense on direction of the Majority
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. GOVERNING LAW.
This Instrument shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. COUNTERPARTS.
This Instrument may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each of which,
when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same instrument.
<PAGE>
Section 6. SUCCESSORS AND ASSIGNS.
This Instrument shall inure to the benefit of and be binding
upon the Company and the Purchaser and their respective successors and assigns.
SOUTHERN PACIFIC SECURED ASSETS
CORP.
By: /s/ Gary Palmer
--------------------------
Name: Gary Palmer
Title: Director
SOUTHERN PACIFIC SECURED ASSETS
CORP., Mortgage Loan Asset-Backed Pass-
Through CERTIFICATES, SERIES 1996-3
By: BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.,
as Trustee
By: /s/ Gary R. Vaughan
------------------------------
Name: Gary R. Vaughan
Title: Assistant Vice President
ATTACHMENTS
A. Additional terms of the sale.
B. Schedule of Subsequent Mortgage Loans.
C. Opinions of Company's counsel (bankruptcy, corporate).
D. Company's Officer's certificate.
E. Trustee's Certificate.
F. Opinion of Trustee's Counsel.
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-3
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
Group I
A.
1. Subsequent Cut-off Date: October 14, 1996
2. Subsequent Transfer Date: October 15, 1996
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $40,591,336.28
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: 360 months
2. Minimum Mortgage Rate: 7.625%
3. Maximum Mortgage Rate: 13.375%
4. WAC of all Mortgage Loans: 10.22%
5. WAM of all Mortgage Loans: 359 months
6. Largest Principal Balance: $589,500
7. Non-owner occupied Mortgaged Properties: 19.68%
8. California zip code concentration: 12.70%
9. Condominiums: 4.76%
10. Single-family: 73.66%
11. Weighted average term since origination: 360 months
12. First payment date:
June 1996 0.32%
July 1996 0.32%
August 1996 4.13%
September 1996 14.60%
October 1996 61.90%
November 1996 18.73%
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-3
ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
Group II
A.
1. Subsequent Cut-off Date: October 14, 1996
2. Subsequent Transfer Date: October 15, 1996
3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off Date: $9,350,058.45
4. Purchase Price: 100.00%
B.
As to all the Subsequent Mortgage Loans the subject of this Instrument:
1. Longest stated term to maturity: 360 months
2. Minimum Mortgage Rate: 9.50%
3. Maximum Mortgage Rate: 10.125%
4. WAC of all Mortgage Loans: 12.00%
5. WAM of all Mortgage Loans: 322 months
6. Largest Principal Balance: $391,500
7. Non-owner occupied Mortgaged Properties: 21.29%
8. California zip code concentration: 5.70%
9. Condominiums: 1.53%
10. Single-family: 72.66%
11. Weighted average term since origination: 324 months
12. First payment date:
June 1, 1996 1.33%
July 1, 1996 0.33%
August 1, 1996 3.38%
September 1, 1996 31.83%
October 1, 1996 46.81%
November 1, 1996 16.32%
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-3
ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
IN ACCORDANCE WITH RULE 202 OF REGULATION S-T THE MORTGAGE LOAN
SCHEDULES ARE BEING FILED IN PAPER PURSUANT
TO A CONTINUING HARDSHIP EXEMPTION
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 1996-3
ATTACHMENT C TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
522199-4
October 15, 1996
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Bankers Trust Company of California, N.A.
3 Park Plaza
Irvine, California 92714
Re: Mortgage Loan Purchase Agreement dated as of October 15, 1996
-------------------------------------------------------------
Ladies and Gentlemen:
I am the General Counsel of Imperial Credit Industries, Inc.,
a California Corporation, and am acting on behalf of its subsidiary, Southern
Pacific Secured Assets Corp., a California corporation (the "Company"), in
connection with the sale of certain mortgage loans by Southern Pacific Funding
Corporation (the "Seller") to the Company pursuant to that certain Mortgage Loan
Purchase Agreement, dated as of October 15, 1996, between the Seller and the
Company (the "Purchase Agreement"), and the simultaneous deposit therewith by
such Company of such mortgage loans into a trust fund pursuant to that certain
Subsequent Transfer Instrument (the "Subsequent Transfer Instrument" and,
together with the Purchase Agreement, the "Documents"), dated as of October 15,
1996, between the Company and Bankers Trust Company of California, N.A., as
Trustee of the Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed
Pass-Through Certificates, Series 1996-3 (the "Trustee"). My representation has
been limited solely to rendering this opinion and I have not participated in any
way in the negotiation or drafting of the Documents. Capitalized terms not
otherwise defined herein have the meanings set forth in the Purchase Agreement.
<PAGE>
In my capacity as such counsel, I have examined originals or
copies of those corporate and other records and documents I considered
appropriate, including the following:
A. The Documents;
B. The Company's Articles of Incorporation and Bylaws, as
amended to date; and
C. Resolutions adopted by the Board of Directors of the
Company with specific reference to actions relating to the
transactions covered by this opinion.
As to relevant factual matters, I have relied upon, among
other things, the Company's representations in certificates of the officers of
the Company. In addition, I have obtained and relied upon those certificates of
public officials I considered appropriate. Such factual matters have not been
independently established or verified by me.
I have not undertaken any independent investigation to
determine the accuracy of any statement, and any limited inquiry undertaken by
me during the preparation of this opinion letter should not be regarded as such
an investigation. No inference as to my knowledge of any matters bearing on the
accuracy of any such statement should be drawn from the fact of my
representation of the Company in connection with this opinion letter or in other
matters.
I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the legal capacity
of all natural persons and the conformity with originals of all documents
submitted to me as copies. To the extent the Company's obligations depend on the
due authorization, execution and delivery of other parties to the Documents, I
have assumed that the Documents have been so authorized, executed and delivered
and that such documents constitute the legally valid and binding obligation of
each such party in accordance with their respective terms. I have further
assumed the conformity of the Mortgage Loans and related documents to the
requirements of the Documents.
I have also assumed, without independent verification, that
there are no agreements or understandings among the Seller, the Company, the
Trustee or any other party which would expand, modify or otherwise affect the
terms of the documents described herein or the respective rights or obligations
of the parties thereunder.
On the basis of such examination, my reliance upon the
assumptions contained herein and my consideration of those questions of law I
considered relevant, and subject to the limitations and qualifications in this
opinion, I are of the opinion that:
1. The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of California with
corporate power to own its properties, conduct its business as described in the
Purchase Agreement, to enter into the Documents and to perform its obligations
thereunder.
2. The execution, delivery and performance of each of the
Documents has
<PAGE>
been duly authorized by all necessary corporate action on the part of the
Company and the Documents have been duly executed and delivered by the Company.
3. The Documents constitute the legally valid and binding
obligation of the Company, enforceable against the Company in accordance with
their respective terms, except as may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally (including, without limitation, fraudulent conveyance laws),
(ii) general principles of equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether considered in a proceeding at equity or at law, and (iii) public policy
considerations, statutes or court decisions underlying the securities laws, to
the extent that such public policy considerations, statutes or court decisions
limit the enforceability of the provisions of the Documents that purport to
provide indemnification or contribution with respect to securities laws
violations. Notwithstanding the foregoing, we express no opinion herein with
respect to the validity, legality, binding effect or enforceability of Section
6.07 of the Purchase Agreement or the final sentence of Section 1(a) of the
Subsequent Transfer Instrument.
4. No order, consent, permit or approval of any California or
federal governmental authority is required on the part of the Company for the
execution and delivery, and performance on or prior to the date of this opinion
under, the Documents, except for such as have been obtained.
5. The Company's execution and delivery of, and performance of
its obligations on or prior to the date hereof under, the Documents, do not and
will not (i) violate the Company's Articles of Incorporation or bylaws, (ii)
result in a default under the terms of any indenture or other material agreement
or instrument known to me to which the Company is a party or by which it is
bound, or (iii) breach or otherwise violate any existing obligation of the
Company under any order, judgment or decree of any California or federal court
or governmental authority binding the Company and known to me.
6. The execution and delivery by the Company of, and the
performance of its obligations on or prior to the date hereof under, the
Documents, do not violate any material California or federal statute or
regulation directly applicable to the Company or to the transactions of the type
contemplated by the Documents.
7. There is no action, suit, proceeding or investigation
pending or threatened against the Company which, in my judgment, would draw into
question the validity of the Documents or which would be likely to impair
materially the ability of the Company to perform under the terms of the
Documents.
The opinions set forth above are subject to and limited by the
following:
(a) the limitations imposed by a California court that might
not permit the exercise or attempted exercise of any right or remedy provided in
any agreement if such exercise or
<PAGE>
attempted exercise is deemed to be in breach of the covenant of good faith and
fair dealing implied under California law to exist in all agreements or if the
party seeking to exercise the same fails to act in a commercially reasonable
manner;
(b) the limitations imposed by California law and court
decisions relating to the strict enforcement of certain covenants in contracts
absent a showing of damage or increased risk to the party seeking enforcement
(such covenants may include, without limitation, covenants to provide reports or
notices and covenants restricting rights of assignment);
(c) the effect of certain California court decisions,
indicating that a California court would probably refuse to give strict and
literal effect to contractual provisions if it concluded that enforcement of
such provisions, on the basis of the facts and circumstances then before such
court, was not reasonably necessary to protect the rights and interest of the
party seeking enforcement;
(d) the unenforceability under certain circumstances of
contractual provisions respecting various self-help or summary remedies without
notice or opportunity for hearing or correction, especially if their operation
would work a substantial forfeiture or impose a substantial penalty upon the
burdened party;
(e) the unenforceability under certain circumstances of
provisions waiving vaguely or broadly stated rights or unknown future rights and
of provisions stating that rights or remedies are not exclusive, that every
right or remedy is cumulative and may be exercised in addition to or with any
other right or remedy, or that the election of some particular remedy or
remedies does not preclude recourse to one or more others; and
(f) the net impact or result of any conflict of laws between
or among laws of competing jurisdictions and the applicability of the law of any
jurisdiction in such instance beyond California.
(g) the net impact or result of any conflict of laws between
or among laws of competing jurisdictions and the applicability of the law of any
jurisdiction in such instance beyond California.
In rendering this opinion, I express no opinion concerning the
laws of any jurisdiction other than the present laws of the State of California
and the federal laws of the United States. I express no opinion on any issue not
expressly addressed above.
This opinion may be relied upon by you only in connection with
the transaction contemplated by the Documents. It may not be used or relied upon
by you for any other person,
<PAGE>
nor may copies be delivered to any other person, without in each instance my
prior written consent.
Very truly yours,
Irwin L. Gubman
General Counsel
<PAGE>
October 15, 1996
Moody's Investors Service, Inc. Duff & Phelps Credit Rating Co.
99 Church Street 17 State Street, 12th Floor
New York, New York 10007 New York, New York 10004
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 113 King Street
New York, New York 10004 Armonk, New York 10504
Prudential Securities Incorporated Bankers Trust Company of California, N.A.
One New York Plaza Three Park Plaza, 16th Floor
New York, New York 10292 Irvine, California 92714
Lehman Brothers Inc
Three World Financial Center
New York, New York 10285
Re: Southern Pacific Secured Assets Corp.
Mortgage Loan Asset-backed Pass-through Certificates, Series 1996-3
-------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $40,591,336.28 of certain
Group I and 9,350,058.45 of certain Group II residential first lien and second
lien mortgage loans (the "Subsequent Mortgage Loans") by the Company to Bankers
Trust Company of California, N.A. as trustee (the "Trustee") under the Pooling
and Servicing Agreement, dated as of August 1, 1996, among the Company, as
company, Advanta Mortgage Corp. USA, as master servicer and the Trustee (the
"Pooling and Servicing Agreement"), pursuant to a Subsequent Transfer
Instrument, dated as of October 15, 1996 (the "Subsequent Transfer Instrument"),
between the
<PAGE>
Company, as seller and the Trustee (the Subsequent Transfer Instrument and the
Pooling and Servicing Agreement, together, the "Agreements"). The Company
purchased the Subsequent Mortgage Loans from Southern Pacific Funding
Corporation (the "Seller") pursuant to a Mortgage Loan Purchase Agreement dated
as of October 15, 1996. The Company previously transferred certain residential
first lien and second lien mortgage loans (collectively, the "Initial Mortgage
Loans"; the Subsequent Mortgage Loans and the Initial Mortgage Loans, together,
the "Mortgage Loans") and the amounts of $40,604,842.62 and $9,353,478.49
deposited by the Company on the Closing Date in two separate pre-funding
accounts to a trust fund pursuant to the Pooling and Servicing Agreement.
Capitalized terms not defined herein have the meanings set forth in the Pooling
and Servicing Agreement.
In connection with rendering this opinion letter, we have
examined the Agreements and such other documents as we have deemed necessary. As
to matters of fact, we have examined and relied upon representations of parties
to the Agreements contained therein and, where we have deemed appropriate,
representations or certifications of officers of parties to the Agreements or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties had or have the power and authority to enter into and
perform all obligations thereunder. As to such parties, we also have assumed the
due authorization by all requisite action, the due execution and delivery and
the enforceability of such documents. We have further assumed that there is not
and will not be any other agreement that materially supplements or otherwise
modifies the agreements expressed in the Agreements. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, we do not express any
independent opinion concerning any law other than the law of the State of New
York and the federal law of the United States. We also note that the security
interest of the Trustee in proceeds is limited to the extent set forth in
Section 9-306 of the Uniform Commercial Code as in effect in the State of New
York. We do not express any opinion on any issue not expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that,
in the event that the transfer of the Subsequent Mortgage Loans by the Company
to the Trustee and the sale of the Class A Certificates by the Company to the
Underwriters were held not to constitute a sale of the interest in the
Subsequent Mortgage Loans evidenced by the Class A Certificates, the Agreements
create, for the benefit of the Trustee as secured party on behalf of the
Certificateholders, a perfected security interest in each Subsequent Mortgage
Loan and the proceeds thereof, which security interest will be prior to all
other security interests except for those that by operation of law take priority
over a previously perfected security interest.
<PAGE>
This opinion letter is rendered for the sole benefit of each
person or entity to which it is addressed, and no other person or entity is
entitled to rely hereon. Copies of this opinion letter may not be furnished to
any other party or entity, nor may any portion of this opinion letter be quoted,
circulated or referred to in any other document.
Very truly yours,
THACHER PROFFITT & WOOD
<PAGE>
October 15, 1996
Moody's Investors Service, Inc. Duff & Phelps Credit Rating Co.
99 Church Street 17 State Street, 12th Floor
New York, New York 10007 New York, New York 10004
Standard & Poor's Ratings Services MBIA Insurance Corporation
25 Broadway 113 King Street
New York, New York 10004 Armonk, New York 10504
Prudential Securities Incorporated Bankers Trust Company of California, N.A.
One New York Plaza Three Park Plaza, 16th Floor
New York, New York 10292 Irvine, California 92714
Lehman Brothers Inc
Three World Financial Center
New York, New York 10285
Re: Southern Pacific Secured Assets Corp.
Mortgage Loan Asset-backed Pass-through Certificates, Series 1996-3
-------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Southern Pacific Secured Assets Corp.
(the "Company"), in connection with the conveyance of $40,591,336.28 of certain
Group I and 9,350,058.45 of certain Group II residential first lien and second
lien mortgage loans (the "Subsequent Mortgage Loans") by the Company to Bankers
Trust Company of California, N.A. as trustee (the "Trustee") under the Pooling
and Servicing Agreement, dated as of August 1, 1996, among the Company, as
company, Advanta Mortgage Corp. USA, as master servicer and the Trustee (the
"Pooling and Servicing Agreement"), pursuant to a Subsequent Transfer
Instrument, dated as of October 15, 1996 (the "Subsequent Transfer Instrument"),
between the
<PAGE>
Company, as seller and the Trustee (the Subsequent Transfer Instrument and the
Pooling and Servicing Agreement, together, the "Agreements"). The Company
purchased the Subsequent Mortgage Loans from Southern Pacific Funding
Corporation (the "Seller") pursuant to a Mortgage Loan Purchase Agreement dated
as of October 15, 1996. The Company previously transferred certain residential
first lien and second lien mortgage loans (collectively, the "Initial Mortgage
Loans"; the Subsequent Mortgage Loans and the Initial Mortgage Loans, together,
the "Mortgage Loans") and the amounts of $40,604,842.62 and $9,353,478.49
deposited by the Company on the Closing Date in two separate pre-funding
accounts to a trust fund pursuant to the Pooling and Servicing Agreement.
Capitalized terms not defined herein have the meanings set forth in the Pooling
and Servicing Agreement.
In connection with rendering this opinion letter, we have
examined the Agreements and such other documents as we have deemed necessary. As
to matters of fact, we have examined and relied upon representations of parties
to the Agreements contained therein and, where we have deemed appropriate,
representations or certifications of officers of parties to the Agreements or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties had or have the power and authority to enter into and
perform all obligations thereunder. As to such parties, we also have assumed the
due authorization by all requisite action, the due execution and delivery and
the enforceability of such documents. We have further assumed that there is not
and will not be any other agreement that materially supplements or otherwise
modifies the agreements expressed in the Agreements. We have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal law of the United States and the law
of the State of New York. We do not express any opinion on any issue not
expressly addressed below.
Based upon and subject to the foregoing, it is our opinion that
(i) in the event of the insolvency of the Seller and the appointment of a
receiver or conservator for the Seller, in connection with such a proceeding a
court would not hold that the transfer of the Subsequent Mortgage Loans by the
Seller to the Company should be characterized as a loan secured by the
Subsequent Mortgage Loans rather than as a sale of the ownership interest in the
Subsequent Mortgage Loans, and (ii) in the event of the insolvency of the
Company and the appointment of a receiver or conservator for the Company, in
connection with such a proceeding a court would not hold that the transfer of
the Subsequent Mortgage Loans by the Company to the Trustee should be
characterized as a loan secured by the Subsequent Mortgage Loans rather than as
a sale of the ownership interest in the Subsequent Mortgage Loans evidenced by
the Certificates.
<PAGE>
This opinion letter is rendered for the sole benefit of each
addressee hereof, and no other person or entity is entitled to rely hereon.
Copies of this opinion letter may not be furnished to any other party or entity,
nor may any portion of this opinion letter be quoted, circulated or referred to
in any other document.
Very truly yours,
THACHER PROFFITT & WOOD
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE LOAN ASSET-
BACKED PASS THROUGH CERTIFICATES, SERIES 1996-3
ATTACHMENT D TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
OFFICER'S CERTIFICATE
I, Gary Palmer, hereby certify that I am a duly
elected Director of Southern Pacific Secured Assets Corp., a California
corporation (the "Company"), and further, to the best of my knowledge and after
due inquiry, as follows:
Each condition precedent specified in Section 2.08(b)
and Section 2.08(c) of the Pooling and Servicing Agreement, dated
as of August 1, 1996, among the Company, Advanta Mortgage Corp.
USA, as Master Servicer, and Bankers Trust Company of California,
N.A., as Trustee (the "Pooling and Servicing Agreement") and each
condition precedent specified in the Subsequent Transfer
Instrument has been satisfied by the Company.
Capitalized terms not defined herein have the
meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, I have hereunto signed my name.
Dated: October 15, 1996 By: /s/ Gary Palmer
--------------------
Name: Gary Palmer
Title: Director
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP.,
MORTGAGE LOAN ASSET-BACKED PASS THROUGH
CERTIFICATES, SERIES 1996-3
ATTACHMENT E TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
TRUSTEE'S ACKNOWLEDGMENT OF RECEIPT
October 15, 1996
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, Oregon 97035
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, Oregon 97035
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, California 92127
MBIA Insurance Corporation
113 King Street
Armonk, New York 10564
Re: Pooling and Servicing Agreement, dated as of August 1, 1996
among Southern Pacific Secured Assets Corp., as Company,
Advanta Mortgage Corp. USA, as Master Servicer, and Bankers
Trust Company of California, N.A., as Trustee, Mortgage
Pass-Through CERTIFICATES, SERIES 1996-3, (SUBSEQUENT
TRANSFER ON OCTOBER 15, 1996)
Ladies and Gentlemen:
In accordance with Section 2.04 of the
above-captioned Pooling and Servicing Agreement, the undersigned, as Trustee,
hereby certifies: except as noted on the attachment hereto, if any (the "Loan
Exception Report"), it has received the original Mortgage Note (item (i) in
Section 2.03(a)) with respect to each Mortgage Loan listed in the attached
Mortgage Loan Schedule and the documents contained therein appear to bear
original signatures or copies of originals if the originals have not yet been
delivered.
<PAGE>
The Trustee has made no independent examination of
any such documents beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any such documents or any of the Mortgage Loans identified on
the Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By: /s/ Gary R. Vaughan
----------------------------
Name: Gary R. Vaughan
Title: Assistant Vice President
<PAGE>
SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE LOAN ASSET-
BACKED PASS THROUGH CERTIFICATES, SERIES 1996-3
ATTACHMENT F TO SUBSEQUENT TRANSFER INSTRUMENT
Series 1996-3
October 15, 1996
October 15, 1996
TO THE ADDRESSEES LISTED ON SCHEDULE I HERETO:
Re: Southern Pacific Secured Assets Corp.
Mortgage Pass-Through Certificates,
Series 1996-3
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Bankers Trust
Company of California, N.A., as trustee (the "Trustee") under Subsequent
Transfer Instrument (the "Subsequent Transfer Instrument"), dated as of October
15, 1996 between Southern Pacific Secured Assets Corp., as seller (the
"Company") and the Trustee and the Pooling and Servicing Agreement, dated as of
August 1, 1996 among the Company, Advanta Mortgage Corp. USA, as master servicer
(the "Master Servicer"), and the Trustee (the "Pooling and Servicing Agreement"
together with the Subsequent Transfer Instrument, the "Agreements"). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
In arriving at the opinions expressed below, we have
examined and relied upon the originals or copies, certified or otherwise
identified to our satisfaction, of the Agreements and of such records,
documents, instruments and certificates, and we have made such investigations of
law, as we have deemed appropriate as the basis for the opinions expressed
below. We have assumed and have not verified that the signatures on all
documents that we have examined are genuine and that each person signing each
such document, except with respect to the Trustee, was duly authorized to sign
such document on behalf of the person or entity purporting to be bound thereby.
In addition, for purposes of rendering the opinions expressed below, we have,
with your permission, (i) relied upon such other documents, instruments and
certificates, including certificates of the Trustee and of public officials,
without investigation on our part of any of the matters set forth therein, (ii)
assumed, without investigation on our part, that each of the Agreements have
been duly authorized and validly executed and delivered by the Company and each
Agreement is a legal, valid, binding and enforceable instrument of the Company.
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States of America and has the power and authority to enter into, and to take all
action required of it under the Agreements.
2. Each of the Agreements have been duly authorized,
executed and delivered by the Trustee and constitutes a valid and binding
obligation of the Trustee enforceable against the Trustee in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization,
receivership and similar laws affecting creditors' rights generally, and the
rights of creditors of national banking associations and depository institutions
the accounts of which are insured by the FDIC specifically, and subject, as to
enforceability, to general principles of equity and the discretion of the court,
regardless of whether enforcement is sought in a proceeding in equity or law.
3. The execution and delivery of the Agreements by
the Trustee and the performance by the Trustee of their respective terms do not
conflict with or result in a violation of (a) any law or regulation of the
United States of America or the State of New York governing the banking or trust
powers of the Trustee, or (b) the Articles of Association and By-laws of the
Trustee.
4. No consent, approval or authorization of, filing
or registration with, or notice to, any governmental regulatory authority is
required for the Trustee in connection with the execution and delivery of,
performance under, or compliance with, the Agreements.
We express no opinion other than as to the law of the
State of New York and the federal law of the United States of America.
Our opinions contained herein are rendered only as of
the date hereof, and we undertake no obligation to update this letter or the
opinions herein after the date hereof.
This opinion is furnished for your benefit only and
solely in connection with the Agreements. You may not rely on this opinion for
any other purpose, nor may anyone else rely on this opinion, without our express
written consent.
Very truly yours,
/s/ Dewey Ballantine
<PAGE>
SCHEDULE I
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, New York 10285
Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Advanta Mortgage Corp. USA
16875 West Bernardo Drive
San Diego, California 92127
Southern Pacific Funding Corporation
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
Southern Pacific Secured Assets Corp.
One Centerpointe Drive, Suite 500
Lake Oswego, OR 97035
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Duff & Phelps Credit Rating Co.
17 State Street, 12th Floor
New York, NY 10004
Moody's Investors Service, Inc.
99 Church Street, 4th Floor
New York, NY 10007
Standard & Poor's Ratings Services
26 Broadway, 15th Floor
New York, NY 10004
