-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GDvoUAK84UhntVmhRfzeloQPyLdjecVyTV/4smjDy8lgHhG3paT0Y8ZEZllQixK5 YGoMJv53sxvblP01RfqtDg== 0000882377-97-000141.txt : 19970411 0000882377-97-000141.hdr.sgml : 19970411 ACCESSION NUMBER: 0000882377-97-000141 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970328 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN PACIFIC SECURED ASSETS CORP CENTRAL INDEX KEY: 0000944743 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330659688 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-91756 FILM NUMBER: 97577768 BUSINESS ADDRESS: STREET 1: 1 CENTER POINT DRIVE SUITE 500 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036844700 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DRIVE SUITE 500 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 8-K 1 SOUTHERN PACIFIC SECURED ASSETS CORP. - -------------------------------------------------------------------------------- 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 28, 1997 SOUTHERN PACIFIC SECURED ASSETS CORP. (as seller under a Pooling and Servicing Agreement dated as of February 1, 1997 providing for, inter alia, the issuance of Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-1) - -------------------------------------------------------------------------------- Southern Pacific Secured Assets Corp. (Exact name of registrant as specified in its charter) CALIFORNIA 333-15473 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 On March 28, 1997 following the closing of the initial issuance of the Series 1997-1 Certificates, pursuant to the Pooling and Servicing Agreement, dated as of February 1, 1997 (the "Agreement") among Southern Pacific Secured Assets Corp. (the "Company"), Advanta Mortgage Corp. USA and Norwest Bank Minnesota, 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 $16,814,171.03 and $15,786,782.82, 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 March 28, 1997, 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 March 28, 1997 between Southern Pacific Secured Assets Corp. as seller, and Norwest Bank Minnesota, N.A., as trustee. 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/ Barney Guy ------------------ Name: Barney Guy Title: President Dated: March 28, 1997 EXHIBIT INDEX ------------- Exhibit No. Description Page ----------- ----------- ---- 1 Subsequent Transfer Instrument 5 EX-99.1 2 SUBSEQUENT TRANSFER INSTRUMENT EXHIBIT 1 SUBSEQUENT TRANSFER INSTRUMENT Pursuant to this Subsequent Transfer Instrument (the "Instrument"), dated March 28, 1997, between Southern Pacific Secured Assets Corp., as seller (the "Company"), and Norwest Bank Minnesota, N.A., as Trustee of the Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-1, as purchaser (the "Purchaser"), and pursuant to the Pooling and Servicing Agreement, dated as of March 1, 1997, 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. (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. 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/ Barney Guy ---------------------------- Name: Barney Guy Title: President SOUTHERN PACIFIC SECURED ASSETS CORP., Mortgage Loan Asset-Backed Pass- Through CERTIFICATES, SERIES 1997-1 By: NORWEST BANK MINNESOTA, N.A., as Trustee By: /s/ Peter Masterman ---------------------------- Name: Peter Masterman Title: 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 certificates SOUTHERN PACIFIC SECURED ASSETS CORP. MORTGAGE LOAN ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 1997-1 ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT Series 1997-1 March 28, 1997 Group I A. 1. Subsequent Cut-off Date: March 27, 1997 2. Subsequent Transfer Date: March 28, 1997 3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-off Date: $16,814,171 4. Purchase Price: 100% 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: 7.62% 3. Maximum Mortgage Rate: 14.00% 4. WAC of all Mortgage Loans: 10.10% 5. WAM of all Mortgage Loans: 359 months 6. Largest Principal Balance: $750,000 7. Non-owner occupied Mortgaged Properties: 5.93% 8. California zip code concentration: 28.21% 9. Condominiums: 3.24% 10. Single-family: 89.86% 11. Weighted average term since origination: 360 months 12. First payment date: November 1996 1.61% December 1996 0.81% January 1997 4.03% February 1997 8.06% March 1997 45.97% April 1997 31.45% May 1997 8.07% SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE LOAN ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 1997-1 ATTACHMENT A TO SUBSEQUENT TRANSFER INSTRUMENT Series 1997-1 March 28, 1997 Group II A. 1. Subsequent Cut-off Date: March 27, 1997 2. Subsequent Transfer Date: March 28, 1997 3. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-off Date: $15,786,783 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: 8.99% 3. Maximum Mortgage Rate: 16.99% 4. WAC of all Mortgage Loans: 11.59% 5. WAM of all Mortgage Loans: 330 months 6. Largest Principal Balance: $479,576 7. Non-owner occupied Mortgaged Properties: 8.92% 8. California zip code concentration: 7.22% 9. Condominiums: 0.73% 10. Single-family: 89.73% 11. Weighted average term since origination: 300 months 12. First payment date: July 1996 0.43% August 1996 0.43% September 1996 1.29% October 1996 3.43% November 1996 4.72% December 1996 1.29% January 1997 1.72% February 1997 8.15% March 1997 53.22% April 1997 24.89% May 1997 0.43% SOUTHERN PACIFIC SECURED ASSETS CORP., MORTGAGE LOAN ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 1997-1 ATTACHMENT B TO SUBSEQUENT TRANSFER INSTRUMENT Series 1997-1 March 28, 1997 IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THE MORTGAGE LOAN SCHEDULES ARE BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION ATTACHMENT C OPINIONS OF COMPANY COUNSEL March 28, 1997 Norwest Bank Minnesota, N.A. Norwest Plaza Sixth & Marquette Minneapolis, Minnesota 55479 MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Re: Southern Pacific Secured Assets Corp. Mortgage Loan Purchase Agreement dated as of March 28. 1997 ------------------------------------------------------------ Ladies and Gentlemen: We have acted as special counsel to Southern Pacific Secured Assets Corp., a California corporation (the "Company"). This opinion is being delivered 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 March 28, 1997, between the Company and Seller (the "Purchase Agreement") and the simultaneous deposit by the Company of such mortgage loans into a trust fund pursuant to that certain Subsequent Transfer Instrument dated as of March 28, 1997, between the Company and Norwest Bank Minnesota, N.A., as Trustee of the Southern Pacific Secured Assets Corp. Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-1 (the "Subsequent Transfer Instrument" and together with the Purchase Agreement, the "Documents"). Our representation has been limited solely to rendering this opinion and we have not participated in any way in the negotiation or drafting of the Documents. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. As to relevant factual matters, we have relied upon, among other things, the factual representations of the parties contained in certificates of officers of the Company. In addition, we have obtained and relied upon those certificates of public officials we deemed appropriate. Such factual matters have not been independently established or verified by us. Norwest Bank Minnesota, N.A., et al. March 28, 1997 Page 2 Our use of the terms "known to us," "to our knowledge," or a similar phrase to qualify a statement in this opinion means that those attorneys in this firm who have given substantive attention to the representation described in the introductory paragraph of this opinion do not have current actual knowledge that the statement is inaccurate. Such terms do not include any knowledge of other attorneys within our firm (regardless of whether they have represented or are representing the Company in connection with any other matter) or any constructive or imputed knowledge of any matters or items of information. We have not undertaken any investigation to determine the accuracy of the statement, including any review of litigation dockets or any inquiry of the Company, its officers or any other persons concerning (i) existing or threatened litigation involving the Company, (ii) material agreements to which the Company is a party, or (iii) orders, judgments or decrees binding upon the Company, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Company in connection with this opinion letter or in other matters. The term "threatened litigation" used herein shall have the same meaning as the term "overtly threatened" used in the American Bar Association Statement of Policy on Lawyer's Responses to Auditors' Requests for Information dated January 15, 1976. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of all natural persons and the conformity with originals of all documents submitted to us as copies. To the extent the Company's obligations depend on the due authorization, execution and delivery of the Documents by the other parties to the Documents, we have assumed that the Documents have been so authorized, executed and delivered and that they constitute the legally valid and binding obligation of each such party enforceable against such party in accordance with its respective terms. We have further assumed the conformity of the Mortgage Loans and related documents to the requirements of the Documents. We have also assumed, without independent verification, that there are no agreements or understandings among the Company and 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, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that: Norwest Bank Minnesota, N.A., et al. March 28, 1997 Page 3 1. The Company has been duly incorporated and is validly existing in good standing under the laws of the Statement of California, and has the corporate power to own its properties and conduct its business as described in the Documents to which it is a party and to perform its obligations thereunder. 2. The execution, delivery and performance of each of the Documents to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, and such Documents have been duly executed and delivered by the Company. 3. No order, consent, permit or approval of any California governmental authority that we have, in the exercise of customary professional diligence, recognized as directly applicable to the Company or to transactions of the type contemplated by the Documents, 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. 4. The execution and delivery by the Company of, and the performance of its obligations on or prior to the date hereof under, the Documents to which it is a party, does not (i) violate the Company's Articles of Incorporation or bylaws, or to our knowledge (ii) result in a default under the terms of any indenture or other material agreement or instrument known to us 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 us. 5. The execution and delivery by the Company of, and the performance of its obligations on or prior to the date hereof under, the Documents to which it is a party, does not subject the Company to any fine, penalty or similar sanction under any material California statute or regulation that we have, in the exercise of customary professional diligence, recognized as directly applicable to the Company or the transactions of the type contemplated by the Documents except in any case where the default, breach, fine or penalty would not have a material adverse effect on the Company's ability to perform its obligations under the Documents. 6. To our knowledge, there is no action, suit, proceeding or investigation pending or threatened (i.e., threatened litigation) against the Company which, in our judgment, would draw into question the validity of the Documents or which would be likely to impair materially the ability of either to perform its obligations under the terms of the Documents to which it is a party. Norwest Bank Minnesota N.A., et al. March 28, 1997 Page 4 In rendering this opinion, we express no opinion concerning compliance with securities laws, nor do we express any opinion concerning the laws of any jurisdiction other than the present laws of the State of California. We express no opinion concerring the application of the "doing business" laws of any jurisdiction. We express no opinion on any issue not expressly addressed above. This opinion is rendered by us as special counsel for the Company and may be relied upon you only in connection with the transactions contemplated by the Documents. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. Notwithstanding the foregoing, this opinion may be relied on by Thacher Proffitt & Wood for the limited purpose of rendering its opinion to you in connection with the transactions contemplated by the Documents. Very truly yours BAKER & HOSTETLER LLP March 28 1997 Southern Pacific Secured Assets Corp. One Centerpointe Drive, Suite 500 Lake Oswego, Oregon 97035 Re: Southern Pacific Funding Corporation Mortgage Loan Purchase Agreement dated as of March 28. 1997 -------------------------------------------------------------- Ladies and Gentlemen: We have acted as special counsel to Southern Pacific Funding Corporation, a California corporation (the "Seller"), in connection with the sale of certain mortgage loans by the Seller to Southern Pacific Secured Assets Corp. (the "Company") pursuant to that certain Mortgage Loan Purchase Agreement, dated as of March 28, 1997, between the Seller and the Company (the "Purchase Agreement"). Our representation of the Seller has been limited solely to rendering this opinion and we have not participated in any way in the negotiation or drafting of the Purchase Agreement. Capitalized terms not otherwise used herein have the meanings set forth in the Purchase Agreement. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate, including the following: A. The Purchase Agreement; B. The Seller's Articles of Incorporation and Bylaws, as amended to date; C. Resolutions adopted by the Board of Directors of the Seller with specific reference to actions relating to the transactions covered by this opinion; and D. Telephone confirmation on March 6, 1997 from the California Department of Real Estate of the Seller's status as a licensed real estate broker under the California Business and Professions Code. Southern Pacific Secured Assets Corp. March 28, 1997 Page 2 As to relevant factual matters, we have relied upon, among other things, the Seller's representations in certificates of the officers of the Seller. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate. Such factual matters have not been independently established or verified by us. Our use of the terms "known to us," "to our knowledge," or a similar phrase to qualify a statement in this opinion means that those attorneys in this firm who have given substantive attention to the representation described in the introductory paragraph of this opinion do not have current actual knowledge that the statement is inaccurate. Such terms do not include any knowledge of other attorneys within our firm (regardless of whether they have represented or are representing the Seller in connection with any other matter) or any constructive or imputed knowledge of any matters or items of information. We have not undertaken any investigation to determine the accuracy of the statement, including any review of litigation dockets or any inquiry of the Seller, its officers or any other persons concerning (i) existing or threatened litigation involving the Seller, (ii) material agreements to which the Seller is a party, or (iii) orders, judgments or decrees binding upon the Seller, and any limited inquiry undertaken by us during the preparation of this opinion letter should not be regarded as such an investigation. No inference as to our knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of our representation of the Seller in connection with this opinion letter or in other matters. The term "threatened litigation" used herein shall have the same meaning as the term "overtly threatened" used in the American Bar Association Statement of Policy on Lawyer's Responses to Auditor's Requests for Information dated January 15, 1976. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of all natural persons and the conformity with originals of all documents submitted to us as copies. To the extent the Seller's obligations depend on the due authorization, execution and delivery of the Purchase Agreement by other parties to the Purchase Agreement, we have assumed that the Purchase Agreement has been so authorized, executed and delivered and that it constitutes the legally valid and binding obligation of each such party enforceable against such party in accordance with its terms. We have further assumed the conformity of the Mortgage Loans and related documents to the requirements of the Purchase Agreement. Southern Pacific Secured Assets Corp. March 28, 1997 Page 3 We have also assumed, without independent verification, that there are no agreements or understandings among the Seller, the Company 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. We have also assumed, without independent verification, that Seller continues to be a licensed real estate broker under the California Business and Professions Code as confirmed to us by telephone conference on March 6, 1997 with the California Department of Real Estate. On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that: 1. The Seller has been duly incorporated and is validly existing in good standing under the laws of the Statement of California with the corporate power to own its properties, conduct its business as described in the Purchase Agreement, to enter into the Purchase Agreement and to perform its obligations thereunder. 2. The execution, delivery and performance of the Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Seller and the Purchase Agreement has been duly executed and delivered by the Seller. 3. No order, consent, permit or approval of any California governmental authority that we have, in the exercise of customary professional diligence, recognized as directly applicable to the Seller or to transactions of the type contemplated by the Purchase Agreement, is required on the part of the Seller for the execution and delivery, and performance on or prior to the date of this opinion under, the Purchase Agreement, except for such as have been obtained. 4. The Seller's execution and delivery of, and the performance of its obligations on or prior to the date hereof under, the Purchase Agreement, do not (i) violate the Seller's Articles of Incorporation or bylaws, or to our knowledge (ii) result in a default under the terms of any indenture or other material agreement or instrument known to us to which the Seller is a party or by which it is bound, or (iii) breach or otherwise violate any existing obligation of the Seller under any order, judgment or decree of any California or federal court or governmental authority binding the Seller and known to us. Southern Pacific Secured Assets Corp. March 28, 1997 Page 4 5. The execution and delivery by the Seller of, and the performance of its obligations on or prior to the date hereof under, the Purchase Agreement, do not subject the Seller to any fine, penalty or similar sanction under any material California statute or regulation that we have, in the exercise of customary professional diligence, recognized as directly applicable to the Seller or the transactions of the type contemplated by the Purchase Agreement, except in any case where the default, breach, fine or penalty would not have a material adverse effect on the Seller's ability to perform its obligations under the Purchase Agreement. 6. To our knowledge, there is no action, suit, proceeding or investigation pending or threatened (i.e., threatened litigation) against the Seller which, in our judgment, would draw into question the validity of the Purchase Agreement or which would be likely to impair materially the ability of the Seller to perform under the terms of the Purchase Agreement. In rendering this opinion, we express no opinion concerning compliance with securities laws, nor do we express any opinion concerning the laws of any jurisdiction other than the present laws of the State of California. We express no opinion on any issue not expressly addressed above. This opinion is rendered by us as special counsel for the Seller and may be relied upon you only in connection with the transactions contemplated by the Purchase Agreement. It may not be used or relied upon by you for any other purpose or by any other person, or may copies be delivered to any other person, without in each instance our prior written consent. Very truly yours BAKER & HOSTETLER LLP ATTACHMENT D OFFICERS CERTIFICATES OF COMPANY OFFICER'S CERTIFICATE I, Barney Guy, hereby certify that I am a duly elected President 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 February 1, 1997, among the Company, Advanta Mortgage Corp. USA, as Master Servicer, and Norwest Bank Minnesota, 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: March 28, 1997 By:____________________________________ Name: Barney Guy Title: President OFFICER'S CERTIFICATE I, Barney Guy, hereby certify that I am the duly elected Executive Vice President of Southern Pacific Funding Corporation (the "Seller") a corporation organized under the laws of the State of California, that I have made such reasonable investigation as I have deemed necessary to deliver this Certificate, including discussions with responsible officers of the Seller and further certify to the best of my knowledge as follows: 1. The Seller is in good standing under the laws of the State of California. 2. Each person who, as an officer or representative of the Seller, signed the Mortgage Loan Purchase Agreement, dated as of March 28, 1997, between the Seller and Southern Pacific Secured Assets Corp. (the "Agreement") and any other document delivered prior hereto or on the date hereof in connection with the transactions described in the Agreements was, at the respective times of such signing and delivery, and is now, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents are their genuine signatures. 3. All of the Seller's representations and warranties contained in the Agreement are true and correct in all material respects as of the respective dates thereof and are true and correct in all material respects as of the Closing Date, and no event of default in the performance of any of the Seller's covenants or agreements under the Agreement has occurred and is continuing, nor has an event occurred which with the passage of time or notice or both would become such event of default. 4. With respect to its transfer of the Mortgage Loans and the transactions contemplated by the Agreement, the Seller has complied in all material respects with all the agreements by which it is bound and has satisfied in all material respects all the conditions on its part to be performed or satisfied prior to the Closing Date other than those which have been waived pursuant to the terms of the Agreement. 5. The information contained in the Prospectus Supplement dated March 6, 1997, under the captions "Description of the Mortgage Pool", "The Seller" and Appendix C or otherwise included in the Seller's Information is true and accurate and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. 8. Attached hereto is a certified true copy of the resolutions of the Board of Directors of the Seller with respect to the sale of the Mortgage Loans subject to the Agreements, and the same are in full force and effect and have not been revoked, repealed or amended. 9. Any necessary consents, approvals, authorizations or order of any court or governmental agency or body, which are required for the execution, delivery and performance by the Seller of or compliance by the Seller with the Agreement, the sale of the Mortgage Loans as evidenced by the Agreement, or the consummation of the transactions contemplated by the Agreement, have been obtained. The Agreement and all related agreements have been authorized by the Board of Directors of the Seller, such authorization being reflected in the minutes of that Board and shall be maintained from the date of their execution as records of the Seller. The Agreement and related agreements are and will be from the time of their execution official records of the Seller. 10. Each of the obligations of the Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of the Agreement have been duly performed and complied with and all of the representations and warranties of the Seller under the Agreement are true and correct as of the Closing Date and no event has occurred which, with notice or the passage of time, would constitute a default under the Agreement. IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Seller. Dated: March 28, 1997 By:_______________________________ Name: Barney Guy Title: Executive Vice President SCHEDULE I Morgan Stanley & Co. Incorporated 1585 Broadway, 3rd Floor New York, New York 10038 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 -----END PRIVACY-ENHANCED MESSAGE-----