-----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, FtvEcVBmXAESLLfNf46bcKVLyuI5BCWhGW2rL7akrGmDZ/0pYAoq5bE6OejN6SZC gOdKl8sSJX1gSU80tl1C8Q== 0000950131-02-003775.txt : 20021004 0000950131-02-003775.hdr.sgml : 20021004 20021004170753 ACCESSION NUMBER: 0000950131-02-003775 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020927 ITEM INFORMATION: Financial statements and exhibits 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: 02782376 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 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------ (a) Financial Statement of Business Acquired: None (b) Pro Forma Financial Information: None (c) Exhibits: 8.2 Opinion of Dewey Ballantine LLP, dated September 27, 2002, with respect to certain tax matters. 2 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 3 EX-8.2 3 dex82.txt OPINION OF DEWEY BALLANTINE LLP Exhibit 8.2 September 27, 2002 To The Addressees Listed on Schedule I Attached Hereto Re: NovaStar Mortgage Funding Trust, Series 2002-3 NovaStar Home Equity Loan Asset-Backed Certificates, Series 2002-3 Ladies and Gentlemen: We have acted as special tax counsel to NovaStar Mortgage Funding Corporation, a Delaware corporation (the "Company") and NovaStar Mortgage Inc., a Delaware corporation (the "Seller") as to certain matters in connection with the issuance and delivery of certain asset-backed certificates denominated NovaStar Mortgage Funding Trust, Series 2002-3, NovaStar Home Equity Loan Asset-Backed Certificates, Series 2002-3 Class A-1 Certificates, Class A-2 Certificates, Class A-IO Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class P Certificates, Class B Certificates, Class O Certificates, Class I Certificates and Class R Certificates (collectively, the "Certificates"). The Certificates are being issued pursuant to a pooling and servicing agreement dated as of September 1, 2002 (the "Pooling and Servicing Agreement") among the Company, NovaStar Mortgage Inc., as servicer (the "Servicer"), Wachovia Bank, National Association, as certificate administrator (the "Certificate Administrator") and JPMorgan Chase Bank, as trustee (the "Trustee"). Terms capitalized herein and not otherwise defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. As special tax counsel, we have examined such documents as we have deemed appropriate for the purposes of rendering the opinions set forth below including the following: (a) a prospectus dated April 16, 2002 and a prospectus supplement dated September 24, 2002 (the "Prospectus Supplement," and together the "Prospectus") with respect to the Class A and Class M Certificates, (b) an executed copy of the Pooling and Servicing Agreement and the exhibits attached thereto and (c) other documents and matters of fact and law as we deem necessary for the purposes of the opinions expressed below. In our examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Our analysis is based on the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder as To The Addressees Listed on Schedule I Attached Hereto September 27, 2002 Page 2 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 the special tax counsel is not binding on the courts or the Internal Revenue Service (the "IRS"). Based on the foregoing, and such investigations as we have deemed appropriate, we are of the opinion that for federal income tax purposes: 1. Assuming that (a) each of REMIC I, REMIC II, REMIC III and the Master REMIC created under the Pooling and Servicing Agreement elect, as it has covenanted to do in the Pooling and Servicing Agreement, to be treated as a "real estate mortgage investment conduit" ("REMIC"), as such term is defined in the Code and (b) the parties to the Pooling and Servicing Agreement comply with the terms thereof, each of REMIC I, REMIC II, REMIC III and the Master REMIC will be treated as a REMIC. 2. Subject to the above, (a) the Class A-1 Certificates, without the right to receive amounts from the Supplemental Interest Trust, (b) the Class A-2 Certificates, without the right to receive amounts from the Supplemental Interest Trust, (c) the Class A-IO Certificates, (d) the Class M-1 Certificates, without the right to receive amounts from the Supplemental Interest Trust, (e) the Class M-2 Certificates, without the right to receive amounts from the Supplemental Interest Trust, (f) the Class M-3 Certificates, without the right to receive amounts from the Supplemental Interest Trust, (g) the Class B Certificates, without the right to receive amounts from the Supplemental Interest Trust, (h) the Class I Certificates, (i) the Class P Certificates and (j) the Class O Certificates will be treated as "regular interests" in the Master REMIC. The Class R-IV Interest, evidenced by the Class R Certificates will be treated as the "residual interest" in the Master REMIC. 3. The REMIC III Regular Interests will be treated as the "regular interests," and the Class R-III Interest, evidenced by the Class R Certificates, will be treated as the "residual interest" in REMIC III. 4. The REMIC II Regular Interests will be treated as the "regular interests," and the Class R-II Interest, evidenced by the Class R Certificates, will be treated as the "residual interest" in REMIC II. 5. The REMIC I Regular Interests will be treated as the "regular interests," and the Class R-I Interest, evidenced by the Class R Certificates, will be treated as the "residual interest" in REMIC I. To The Addressees Listed on Schedule I Attached Hereto September 27, 2002 Page 3 6. The statements in the Prospectus and the Prospectus Supplement under the heading "Material Federal Income Tax Consequences," as they relate to federal income tax matters and to the extent that they constitute matters of law or legal conclusions with respect thereto, are correct in all material respects. 7. As a consequence of the qualification of each of the REMICs as a REMIC, the Master REMIC Regular Interests will be treated as "regular . . . interest(s) in a REMIC" under Section 7701(a)(19)(C) of the Code and "real estate assets" under Section 856(c) of the Code generally in the same proportion that the assets of the Master REMIC consist of qualifying assets under such sections. In addition, as a consequence of the qualification of the Master REMIC as a REMIC, interest on the Master REMIC Regular Interests will be treated as "interest on obligations secured by mortgages on real property" under Section 856(c) of the Code to the extent that the Certificates are treated as "real estate assets" under Section 856(c) of the Code. Our opinions contained herein are rendered only as of the date hereof, and we undertake no obligation to update this letter or the opinions contained herein after the date hereof. We express no opinion on any matter not discussed in this letter. This opinion is rendered as of the Closing Date, for the sole benefit of each addressee, and no other person or entity is entitled to rely hereon without our prior written consent. Copies of this opinion letter may not be furnished to any other person or entity, nor may any portion of this opinion letter be quoted, circulated or referred to in any other document, without our prior written consent. Very truly yours, /s/ Dewey Ballantine LLP SCHEDULE I Wachovia Securities, Inc. Greenwich Capital Markets, Inc. One Wachovia Center 600 Steamboat Road 301 South College Street, TW-06 Greenwich, CT 06830 Charlotte, NC 28288-0610 Morgan Stanley & Co. Incorporated NovaStar Financial Inc. 1585 Broadway 1901 West 47/th/ Place, Suite 105 New York, NY 10036 Westwood, KS 66205 NovaStar Mortgage Inc. NovaStar Capital, Inc. 1900 West 47/th/ Place, Suite 105 1900 West 47th Place, Suite 105 Westwood, KS 66205 Westwood, KS 66205 NovaStar Mortgage Funding Corporation Standard & Poor's Ratings Group 1900 West 47/th/ Place, Suite 105 (A Division of the McGraw-Hill Westwood, KS 66205 (Companies) 555 Water Street - 40/th/ Floor New York, NY 10041 Moody's Investors Service, Inc. JPMorgan Chase Bank 99 Church Street 450 West 33rd Street, 14th Floor New York, NY 10007 New York, NY 10001 Credit Suisse First Boston International Wachovia Bank, National Association Eleven Madison Avenue 401 South Tyron Street, NC1179 New York, NY 10001 12/th/ Floor Charlotte, NC 28288-1179 Morgan Stanley Capital Services Inc. 1585 Broadway New York, NY 10036 -----END PRIVACY-ENHANCED MESSAGE-----