-----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, Hq5Oqe2ConNbK6CYTxMgqDJ/3r9CF0TbpSoCw65VzuW6tqFZCfZHHlA+aAkXVJvz agmArJkawohztguEltkxAw== 0000905148-02-001617.txt : 20020619 0000905148-02-001617.hdr.sgml : 20020619 20020619141503 ACCESSION NUMBER: 0000905148-02-001617 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020610 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSFB MORTGAGE BACKED PASS THROUGH CERTIFICATES SER 2002 10 CENTRAL INDEX KEY: 0001172511 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-77054-06 FILM NUMBER: 02682150 BUSINESS ADDRESS: STREET 1: 11 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 efc2-630a_5177338form8k.txt 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): June 10, 2002 CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 333-77054 13-3320910 - ------------------------------- ------------ ------------------------------------ (State or Other Jurisdiction of (Commission (I.R.S. Employer Identification No.) Incorporation) File Number)
11 Madison Avenue New York, New York 10010 ------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 325-2000 ----- -------- - ------------------------------------------------------------------------------ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits: 5.1 Legality Opinion of Sidley Austin Brown & Wood LLP. 8.1 Tax Opinion of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1) 23.1 Consent of Sidley Austin Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP. By: /s/ Steve Warjanka ---------------------------- Name: Steve Warjanka Title: Vice President Dated: June 10, 2002 3 Exhibit Index Exhibit Page 5.1 Legality Opinion of Sidley Austin Brown & Wood LLP 5 8.1 Tax Opinion of Sidley Austin Brown & Wood LLP (included in Exhibit 5.1) 5 23.1 Consent of Sidley Austin Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 5 4 EX-5.1 3 efc2-630a_5177338exhs5181.txt Exhibits 5.1 and 8.1 -------------------- SIDLEY AUSTIN BROWN & WOOD LLP 875 Third Avenue New York, New York 10022 Telephone: (212) 906-2000 Facsimile: (212) 906-2021 April 30, 2002 Credit Suisse First Boston Mortgage Securities Corp. 11 Madison Avenue New York, New York 10010 RE: Credit Suisse First Boston Mortgage Securities Corp. CSFB Mortgage-Backed Pass-Through Certificates, Series 2002-10 -------------------------------------------------------------- Ladies and Gentlemen: We have acted as counsel for Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "Company"), in connection with the issuance of the CSFB Mortgage-Backed Pass-Through Certificates of the above-referenced Series (the "Certificates"), pursuant to a Pooling and Servicing Agreement, dated as of April 1, 2002 (the "Pooling and Servicing Agreement"), among the Company, as depositor, Bank One, National Association, as trustee (the "Trustee"), JPMorgan Chase Bank, as trust administrator (the "Trust Administrator"), DLJ Mortgage Capital, Inc., as a seller, GreenPoint Mortgage Funding, Inc., as a seller and a servicer, Washington Mutual Mortgage Securities Corp., as a seller and a servicer and Olympus Servicing, L.P., as a servicer and special servicer. The Certificates will consist of eighteen (18) Classes and will represent the entire beneficial ownership interest in a trust consisting primarily of two groups of conventional, fixed-rate mortgage loans (the "Mortgage Loans"), secured by first liens on one- to four-family residential properties. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Pooling and Servicing Agreement. We have examined such documents and records and made such investigations of such matters of law as we have deemed appropriate as a basis for the opinions expressed below. Further, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals. Based upon the foregoing, we are of the opinion that: 1. The Pooling and Servicing Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company, in accordance with its terms, subject, as to 5 enforceability, to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. 2. Assuming that the Certificates have been duly and validly executed and authenticated in the manner contemplated in the Agreement, when delivered and paid for by the purchasers thereof, the Certificates will be validly issued and outstanding and entitled to the benefits of the Agreement. 3. As of the Closing Date, each REMIC created pursuant to the Pooling and Servicing Agreement will qualify as a REMIC within the meaning of Section 860D of the Internal Revenue Code of 1986, as amended (the "Code"), assuming (i) an election is made to treat the assets of each REMIC as a REMIC, (ii) compliance with the Pooling and Servicing Agreement, and (iii) compliance with changes in the law, including any amendments to the Code or applicable Treasury regulations thereunder. Each Class of Certificates (other than the Class AR Certificates) represents ownership of regular interests in the Master REMIC. The Class AR Certificates represent ownership of the sole class of residual interest in each REMIC created pursuant to the Pooling and Servicing Agreement. In addition, the rights of the Class I-A-1, Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5, Class I-M-1, Class I-M-2 and Class I-B Certificates to receive Basis Risk Shortfall payments represent contractual rights separate from the regular interests represented by such classes with the meaning of Treasury regulation section 1.860G-2(i). The opinion set forth in paragraph 3 is based upon the existing provisions of the Code and Treasury regulations issued or proposed thereunder, published Revenue Rulings and releases of the Internal Revenue Service and existing case law, any of which could be changed at any time. Any such changes may be retroactive in application and could modify the legal conclusions upon which such opinions are based. The opinions expressed herein are limited as described above, and we do not express an opinion on any other tax aspect of the transactions contemplated by the documents relating to the transaction. In rendering the foregoing opinions, we express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America, the corporate laws of the State of Delaware and the laws of the State of New York. We hereby consent to the filing of this opinion as an exhibit to the Company's Report on Form 8-K dated the date hereof. Very truly yours, /s/ SIDLEY AUSTIN BROWN & WOOD LLP ---------------------------------- SIDLEY AUSTIN BROWN & WOOD LLP 6 -----END PRIVACY-ENHANCED MESSAGE-----