-----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, MzBQY/9u5xIjeq3ram9omeuQcwJoH5FACQTqGuzWkZbjt2li/Zl/bPwekki38xcN QZKQ38BVQGEKfeI3fGGyXA== 0000950131-02-004530.txt : 20021118 0000950131-02-004530.hdr.sgml : 20021118 20021118172856 ACCESSION NUMBER: 0000950131-02-004530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021118 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOND SECURITIZATION LLC CENTRAL INDEX KEY: 0001142786 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 364449120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72708 FILM NUMBER: 02831959 BUSINESS ADDRESS: STREET 1: 1 BANK ONE PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 BUSINESS PHONE: 3127820600 MAIL ADDRESS: STREET 1: 1 BANK ONE PLAZA CITY: CHICAGO STATE: IL ZIP: 60670 8-K 1 d8k.txt FORM 8-K 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 18, 2002 ------------------------ Bond Securitization, L.L.C. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-72708 36-4449120 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 1 Bank One Plaza, Chicago, Illinois 60670 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 732-4000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. In connection with the offering of the Class A-1 Series 2002-A Asset Backed Notes, Class A-2 Series 2002-A Asset Backed Notes and Class A-3 Series 2002-A Notes (collectively, the "Notes") described in a Prospectus Supplement dated November 18, 2002, Mayer, Brown, Rowe & Maw rendered an opinion regarding certain tax matters. A copy of that opinion is filed as an exhibit to this report and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Document Description - ------- -------------------- (a) Not applicable (b) Not applicable (c) Exhibit 8.1 Opinion of Mayer, Brown, Rowe & Maw regarding certain tax matters. Exhibit 23.1 Consent of Mayer, Brown, Rowe & Maw (included in Exhibit 8.1) 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 hereunto duly authorized. November 18, 2002 BOND SECURITIZATION, L.L.C. By: /s/ James R. Pomposelli ------------------------ Name: James R. Pomposelli Title: President EX-8.1 3 dex81.txt OPINION OF MAYER, BROWN, ROWE & MAW MAYER, BROWN, ROWE & MAW 190 SOUTH LA SALLE STREET CHICAGO, ILLINOIS 60603-3441 MAIN TELEPHONE 312-782-0600 MAIN FAX 312-701-7711 November 18, 2002 Bond Securitization, L.L.C. 1 Bank One Plaza Chicago, Illinois 60670 Re: New South Motor Vehicle Trust 2002-A Registration Statement on Form S-3 ---------------------------------- Ladies and Gentlemen: We have acted as special tax counsel for Bond Securitization, L.L.C. ("Bond Securitization") in connection with (i) the Registration Statement on Form S-3 (Registration No. 333-72708) of Bond Securitization, L.L.C. ("Bond Securitization"), together with the exhibits thereto (as amended, the "Registration Statement"), registering asset backed notes and asset backed certificates, which will be issued in series from time to time, and (ii) the Prospectus, dated November 18, 2002, and the Prospectus Supplement, dated November 18, 2002 (together, the "Prospectus"), filed by Bond Securitization with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the issuance by New South Motor Vehicle Trust 2002-A (the "Trust") of $34,900,000 Class A-1 Asset Backed Notes, $44,500,000, Class A-2 Asset Backed Notes and $57,951,213 Class A-3 Asset Backed Notes (the "Series 2002-A Notes"). You have requested our opinion regarding the description of material tax consequences related to the issuance of the Series 2002-A Notes (the "Offering") as described in the Prospectus. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Prospectus. Our opinion is based on our examination of the Prospectus, the Indenture, to be dated on or about November 26, 2002 (the "Indenture"), each by and between the Trust and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), and such other documents, instruments and information as we considered necessary. Our opinion is also based on (i) the assumption that neither the Indenture Trustee nor any affiliate thereof will become either the servicer or the delegee of the servicer; (ii) the assumption that all agreements relating to the creation of the Trust and the issuance and sale of the Series 2002-A Notes will remain in full force and effect; (iii) the assumption that all agreements and documents required to be executed and delivered in connection with the issuance and sale of the Series 2002-A Notes will be so executed and delivered by properly authorized persons in substantial conformity with the drafts thereof as described in the Prospectus and the transactions contemplated to occur under such agreements and documents in fact occur in accordance with the terms thereof; and (iv) currently applicable provisions of the federal income tax laws, including the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practice. Based on the foregoing, as of the date hereof, we adopt and confirm the statements under the captions "Summary of Terms--Material Federal Income Tax Consequences" and "Material Federal Income Tax Consequences" in the Prospectus Supplement and under the heading "Material Federal Income Tax Consequences" in the Base Prospectus as our opinion of the material tax consequences of the Offering, to the extent such statements constitute legal conclusions. We know that we are referred to under the captions "Summary of Terms--Material Federal Income Tax Consequences" and "Material Federal Income Tax Consequences" included in the Prospectus Supplement, and we hereby consent to the use of our name therein and to the filing of this opinion as part of Bond Securitization's Current Report on Form 8-K, dated on or about November 18, 2002, without admitting we are "experts" within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this Form 8-K. Very truly yours, /s/ Mayer, Brown, Rowe & Maw ---------------------------- Mayer, Brown, Rowe & Maw Brussels, Charlotte, Chicago, Cologne, Frankfurt, Houston, London, Los Angeles, Manchester, New York, Palo Alto, Paris, Washington INDEPENDENT MEXICO CITY CORRESPONDENT: Jauregui, Navarrete, Nader y Rojas, S.C. -----END PRIVACY-ENHANCED MESSAGE-----