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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): July 30, 1999
BEAR STEARNS ASSET BACKED SECURITIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-43091 13-3836437
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
245 Park Avenue
New York, New York 10167
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 272-4095
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<PAGE>
Item 5. Other Events.
In connection with the issuance of Bear Stearns Asset Backed Securities,
Inc., Asset-Backed Certificates, Series 1999-1 (the "Certificates"), Bear
Stearns Asset Backed Securities, Inc. (the "Registrant") is filing herewith an
opinion of counsel relating to certain securities of the Registrant, the
validity of the Certificates and certain tax matters.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
The following is filed herewith. The exhibit number corresponds with Item
601(b) of Regulation S-K.
Exhibit No. Description
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5.1 Opinion of Brown & Wood LLP
with respect to the Series
1999-1 securities and the
remaining securities under
the registration statement.
8.1 Opinion of Brown & Wood LLP
with respect to tax matters
(included as part of
Exhibit 5.1).
23.1 Consent of Brown & Wood LLP
(included as part of
Exhibit 5.1).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BEAR STEARNS ASSET BACKED
SECURITIES, INC.
By: /s/ Patricia A. Jehle
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Patricia A. Jehle
President
Dated: July 29, 1999
<PAGE>
Exhibit Index
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Exhibit No. Description Page
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5.1 Opinion of Brown & Wood LLP with 6
respect to the Series 1999-1 securities
and the remaining securities under the
registration statement.
8.1 Opinion of Brown & Wood LLP with 6
respect to tax matters (included as
part of Exhibit 5.1).
23.1 Consent of Brown & Wood LLP (included 6
as part of Exhibit 5.1).
<PAGE>
Exhibit 5.1
Exhibit 8.1
Exhibit 23.1
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[Brown & Wood LLP letterhead]
July 30, 1999
Bear Stearns Asset Backed Securities, Inc.
245 Park Avenue
New York, New York 10168
Ladies and Gentlemen:
We have acted as counsel to Bear Stearns Asset Backed Securities, Inc., a
Delaware corporation (the "Company"), in connection with the registration
statement on Form S-3 (No. 333-43091) the ("Registration Statement") relating
to the proposed offering from time to time in one or more series (each, a
"Series") by one or more trusts of asset backed notes (the "Notes") and asset
backed certificates (the "Certificates," and, together with the Notes, the
"Securities"). The Registration Statement has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"). As set forth in the Registration Statement, each
Series of Securities is to be issued under and pursuant to the terms of a
separate pooling and servicing agreement, or sale and servicing agreement,
trust agreement and indenture (each, an "Agreement") among two or more of the
Company, the entity specified in the related Prospectus Supplement, as
servicer (the "Servicer"), and one or more independent trustees (each, a
"Trustee") to be identified in the prospectus supplement for such Series of
Securities.
As such counsel, we have examined copies of the Certificate of Incorporation
and By-Laws of the Company, the Registration Statement, the base Prospectus
and the Prospectus Supplement most recently included therein, the form of each
Agreement, and originals or copies of such other corporate minutes, records,
agreements and other instruments of the Company, certificates of public
officials and other documents and have made such examinations of law, as we
have deemed necessary to form the basis for the opinions hereinafter
expressed. In our examination of such materials, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all copies
submitted to us. As to various questions of fact material to such opinion, we
have relied, to the extent we deemed appropriate, upon representations,
statements and certificates of officers and representatives of the Company and
others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein
concerning any law other than the federal laws of the United States of
America, the laws of the State of New York and the General Corporation Law of
the State of Delaware.
Based upon and subject to the foregoing, we are of the opinion that:
1. When the issuance, execution and delivery of each Series of Notes
have been authorized by all necessary corporate action of the
Company in accordance with the provisions of the related Agreement
or Agreements, and when such Notes have been duly executed and
delivered, authenticated by the Trustee and sold as described in the
Registration Statement, assuming that the terms of such Notes are
otherwise in compliance with applicable law at such time, such Notes
will constitute valid and binding obligations of the issuer thereof
in accordance with their terms and the terms of such Agreement or
Agreements. This opinion is 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 or remedies in
any proceeding, whether at law or in equity.
2. When the issuance, execution and delivery of each Series of
Certificates have been authorized by all necessary corporate action
of the Company in accordance with the provisions of the related
Agreement or Agreements, and when such Certificates have been duly
executed and delivered, authenticated by the Trustee and sold as
described in the Registration Statement, assuming that the terms of
such Certificates are otherwise in compliance with applicable law at
such time, such Certificates will be legally issued, fully paid and
non-assessable.
3. The statements set forth in the base Prospectus most recently
included in the Registration Statement prior to the date hereof
under the heading "Certain Federal Income tax Considerations," to
the extent they constitute matters of law or legal conclusions with
respect thereto, are correct.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the captions
"Certain Federal Income Tax Considerations" and "Legal Matters" in the base
Prospectus most recently included in the Registration Statement prior to the
date hereof. In giving such consent, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Brown & Wood LLP
