212-806-6640
November 12, 1998
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Residential Accredit Loans, Inc.
Current Report on Form 8-K
Ladies and Gentlemen:
On behalf of Residential Accredit Loans, Inc., we transmit herewith for filing
under the Securities Act of 1934, as amended, a Current Report on Form 8-K dated
November 12, 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) November 12, 1998
Residential Accredit Loans, Inc. (as company under a Pooling and Servicing
Agreement dated as of October 1, 1998 providing for, inter alia, the issuance
of Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS16)
Residential Accredit Loans, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-63549 51-0368240
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number)
identification no.)
8400Normandale 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 ACCREDIT LOANS, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title:Vice President
Dated: November 12, 1998
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 ACCREDIT LOANS, INC.
By: ________________
Name: Randy Van Zee
Title: Vice President
Dated: November 12, 1998
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
November 12, 1998
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard, Suite 600
Minneapolis, Minnesota 55437
Re: Residential Accredit Loans, Inc.
Registration Statement on Form S-3
(No. 333-63549)
Ladies and Gentlemen:
We have acted as counsel for Residential Accredit Loans, 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. 333-63549) (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 "Federal
Income Tax Consequences," and in the form of prospectus supplement forming a
part of the Prospectus under the caption "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
