-----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, PyJVbTkTEdQEVlLVMfLEnNOdloSNgb3JlEdlk+scpUXfNftTPsZnV5NdtOXerj6U 3spVzMe6NZlfYv/CN1uVfA== 0000882377-96-000216.txt : 19961209 0000882377-96-000216.hdr.sgml : 19961209 ACCESSION NUMBER: 0000882377-96-000216 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961015 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961108 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN PACIFIC SECURED ASSETS CORP CENTRAL INDEX KEY: 0000944743 STANDARD INDUSTRIAL CLASSIFICATION: 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: 96656578 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) 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 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. 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 EXHIBIT INDEX Exhibit No. Description Page ----------- ----------- ---- 1 Subsequent Transfer Instrument 5 EX-99.1 2 SUBSEQUENT TRANSFER INSTRUMENT 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. (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/ 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. 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% 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% 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 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. 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 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 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, 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 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 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. 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 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 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. 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 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 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. 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 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----