-----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, DzfkeF082Z7iXVsk37kw2jN4clj95rYCjroknOtPOd38b6dssFpbOn34tb4AS8ws FRcEIMmDY/YlMbYxArDkCQ== 0000940180-02-001671.txt : 20021004 0000940180-02-001671.hdr.sgml : 20021004 20021004170302 ACCESSION NUMBER: 0000940180-02-001671 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020927 ITEM INFORMATION: Other events FILED AS OF DATE: 20021004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVASTAR MORTGAGE FUNDING CORP TRUST SERIES 2002-3 CENTRAL INDEX KEY: 0001192922 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: 333-84328-02 FILM NUMBER: 02782353 BUSINESS ADDRESS: STREET 1: 1901 W 47TH PLACE STREET 2: STE 105 CITY: WESTWOOD STATE: KS ZIP: 66205 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) September 27, 2002 NOVASTAR MORTGAGE FUNDING TRUST, SERIES 2002-3 - -------------------------------------------------------------------------------- (Issuer with respect to Certificates) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NOVASTAR MORTGAGE FUNDING CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 333-84328 48-1195807 - ------------------------------------ ------------------- --------------------- (State or Other Jurisdiction of (Commission File (I.R.S. Employer Incorporation) Number) Identification No.) 1901 West 47/th/ Place, Suite 105, Westwood, KS 66205 - ------------------------------------ --------------------- (Address of Principal Executive (Zip Code) Offices) Registrant's telephone number, including area code (913) 514-3200 --------------------- No Change - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- Item 5. Other Events .. Copies of the opinions of Dewey Ballantine LLP are being filed as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K. .. Consent of Dewey Ballantine LLP 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. NOVASTAR MORTGAGE FUNDING CORPORATION Registrant By /s/ MATT KALTENRIEDER -------------------------------------------------- Name: Matt Kaltenrieder Title: Vice President Dated: September 27, 2002 EX-5.1 3 dex51.txt OPINION OF DEWEY BALLANTINE LLP EXHIBIT 5.1 September 27, 2002 NovaStar Mortgage Funding Corporation 1901 West 47th Place, Suite 105 Westwood, Kansas 66205 Re: NovaStar Mortgage Funding Corporation S-3 Registration Statement (333-84328) Ladies and Gentlemen: We have acted as counsel to NovaStar Mortgage Funding Corporation, a Delaware corporation (the "Company"), in connection with the proposed offering from time to time in one or more series (each, a "Series") of up to $2,300,000,000 aggregate principal amount of asset backed notes (the "Notes") and asset backed certificates (the "Certificates," and, together with the Notes, the "Securities"). The Registration Statement has been filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). As set forth in the Registration Statement, each Series of Securities is to be issued under and pursuant to the terms of a separate pooling and servicing agreement, sale and servicing agreement, pooling agreement, trust agreement or indenture (each, an "Agreement") among the Company, an independent trustee (the "Trustee") and where appropriate, a servicer (the "Servicer"), each to be identified in the prospectus supplement for such Series of Securities. As such counsel, we have examined copies of the Articles of Incorporation and Bylaws of the Company, the Registration Statement, the Prospectus and each form of Prospectus Supplement included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinion hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. We do not express any opinion herein concerning any law other than the federal laws of the United States of America and the laws of the States of Kansas and North Carolina. Based upon and subject to the foregoing, we are of the opinion that: 1. When the Notes have been duly executed and delivered, authenticated by the Trustee and sold as described in the Registration Statement, the Notes will constitute valid and binding obligations of the issuer thereof in accordance with their terms and the terms of such Agreement or Agreements, and will be legally issued, fully paid and non-assessable. This opinion is subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity. 2. When the Certificates have been duly executed and delivered, authenticated by the Trustee and sold as described in the Registration Statement, the Certificates will be legally issued, fully paid and non-assessable. We hereby consent to the references to this firm under the caption "Certain Legal Matters" in the related Prospectus Supplement. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. Very truly yours, /s/ Dewey Ballantine LLP EX-8.1 4 dex81.txt OPINION OF DEWEY BALLANTINE LLP EXHIBIT 8.1 September 27, 2002 NovaStar Mortgage Funding Corporation 1901 West 47th Place, Suite 105 Westwood, Kansas 66205 Re: Re: NovaStar Mortgage Funding Corporation S-3 Registration Statement (333-84328) Ladies and Gentlemen: We have acted as special tax counsel to NovaStar Mortgage Funding Corporation, a Delaware corporation (the "Company"), in connection with the Prospectus filed by the Company. The term "Prospectus" means the prospectus included in the Registration Statement. The term "Registration Statement" means (i) the Registration Statement on Form S-3 (No. 333-84328), including the exhibits thereto and (ii) any post-effective amendment filed and declared effective prior to the date of issuance of the asset-backed securities registered thereby (the "Securities"). We have examined the question of whether the Securities will have the tax treatment described in the Prospectus. Our analysis is based on the provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder as in effect on the date hereof and on existing judicial and administrative interpretations thereof. These authorities are subject to change and to differing interpretations, which could apply retroactively. The opinion of special tax counsel is not binding on the courts or the Internal Revenue Service (the "IRS"). Based on the foregoing, and such legal and factual investigations as we have deemed appropriate, while no transaction closely comparable to that contemplated has been the subject of any Treasury Regulation, revenue ruling or judicial decision, and therefore the matter is subject to interpretation, we are of the opinion that for federal income tax purposes: (1) The Securities, assuming they are issued in accordance with the Prospectus, will have the federal income tax treatment described in the Prospectus. (2) We hereby adopt and confirm the information appearing under the caption "Material Federal Income Tax Consequences" in the Prospectus and confirm that it represents our opinion with respect to the matters discussed therein. This opinion is furnished by us as counsel to the Registrant. We hereby consent to the reference to Dewey Ballantine LLP in the related prospectus supplement under the heading "Certain Legal Matters." Very truly yours, /s/ Dewey Ballantine LLP CONSENT Consents of Dewey Ballantine LLP (included in Exhibits 5.1 and 8.1) -----END PRIVACY-ENHANCED MESSAGE-----