-----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, GV4BAtg2nNagtuoM9Rl9UDn5JvHHgbxhRz0M4QDjJG3M+2Pd3Bof0vwdeYn7M0be S0aXJqhNZqzeinoZByQ7BQ== 0000950116-05-002225.txt : 20050622 0000950116-05-002225.hdr.sgml : 20050622 20050622164220 ACCESSION NUMBER: 0000950116-05-002225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050621 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POPULAR ABS MORTGAGE PASS-THROUGH TRUST 2005-3 CENTRAL INDEX KEY: 0001330509 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: 333-115371-06 FILM NUMBER: 05910521 BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG STREET 2: 3411 SILVERSIDE ROAD CITY: WILMINGTON STATE: DE ZIP: 19803 BUSINESS PHONE: 3024786160 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG STREET 2: 3411 SILVERSIDE ROAD CITY: WILMINGTON STATE: DE ZIP: 19810 8-K 1 eight-k.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 - June 21, 2005 --------------------------------- (Date of Earliest Event Reported) POPULAR ABS, INC. ------------------------------------------------------------- (as depositor under a certain Pooling and Servicing Agreement dated as of June 1, 2005, providing for the issuance of Mortgage Pass-Through Certificates, Series 2005-3) (Exact Name of Registrant as specified in its charter) Delaware 333-115371-05 52-2029487 - ------------------------ --------------------- ----------------------- (State of Incorporation) (Commission File No.) (IRS Employer I.D. No.) 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19803 ----------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (302) 478-6160 Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (a) Not applicable. (b) Not applicable. (c) Exhibits: 8.1 Opinion of Stradley, Ronon, Stevens & Young, LLP as to certain tax matters. 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. POPULAR ABS, INC. By: /s/ James H. Jenkins -------------------- James H. Jenkins, Executive Vice President and CFO Dated: June 21, 2005 Exhibit Index ------------- Exhibit Document - ------- -------- 8.1 Opinion of Stradley, Ronon, Stevens & Young, LLP as to certain tax matters. EX-8.1 2 ex8-1.txt EXHIBIT 8.1 June 21, 2005 Popular ABS, Inc. 103 Springer Building 3411 Silverside Road Wilmington, Delaware 19810 RE: POPULAR ABS, INC. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3 Ladies and Gentlemen: We have acted as counsel to and for Popular ABS, Inc., a Delaware corporation (the "Company"), in connection with the Company's offer and sale of the Popular ABS, Inc. Mortgage Pass-Through Certificates, Series 2005-3, consisting of (i) the following classes of publicly offered certificates: Class AF-1, Class AF-2, Class AF-3, Class AF-4, Class AF-5, Class AF-6, Class AV-1A, Class AV-1B, Class AV-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 (collectively, the "PUBLICLY OFFERED CERTIFICATES"), and (ii) the following classes of privately offered certificates: Class B-1, Class B-2 and Class B-3 (collectively, the "PRIVATELY OFFERED CERTIFICATES" and, together with the Publicly Offered Certificates, the "OFFERED CERTIFICATES"). The offer and sale of the Publicly Offered Certificates, in an aggregate principal amount of $633,770,000, is being made pursuant to the Company's Prospectus dated June 15, 2005 (the "PROSPECTUS"), as supplemented by the Company's Prospectus Supplement dated June 15, 2005 (the "PROSPECTUS SUPPLEMENT"), in the form transmitted for filing with the United States Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933 on June 16, 2005. The offer and sale of the Privately Offered Certificates is being made pursuant to (i) the Purchase Agreement dated as of June 21, 2005 (the "PURCHASE AGREEMENT") among the Company, Equity One, Inc., a Delaware corporation ("EQUITY ONE"), and the initial purchasers referenced therein, and (ii) the Confidential Private Placement Memorandum dated June 21, 2005 (the "PPM"). The Offered Certificates, the Class R Certificates and Class X Certificates (collectively, the "CERTIFICATES") will be issued pursuant to a certain Pooling and Servicing Agreement dated as of June 1, 2005 among the Company, as depositor, Equity One, as servicer, the sellers referenced therein (collectively, the "SELLERS"), and JPMorgan Chase Bank, N.A., as trustee (the "POOLING AGREEMENT"). Popular ABS, Inc. June 21, 2005 Page 2 We have examined copies of the Prospectus, the Prospectus Supplement and the PPM, signed copies of the Pooling Agreement and the Purchase Agreement, a specimen certificate of each class of the Certificates, and such other records, documents, and statutes as we have deemed necessary for purposes of this opinion. In rendering the opinion below, we express no opinion as to any laws other than the Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations promulgated thereunder, the present positions of the Internal Revenue Service as set forth in published revenue rulings and revenue procedures, present administrative positions of the Internal Revenue Service, and existing federal judicial decisions, all of which are subject to change either prospectively or retroactively. This opinion is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law which may occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon, and subject to, the foregoing, we are of the opinion that the information set forth in (i) the Prospectus and the Prospectus Supplement under the caption "Federal Income Tax Consequences", and (ii) the PPM under the caption "Certain Federal Income Tax Considerations", to the extent it constitutes matters of law or legal conclusions, is correct in all material respects. The opinions set forth in the Prospectus and the Prospectus Supplement under the heading "Federal Income Tax Consequences" and in the PPM under the heading "Certain Federal Income Tax Considerations" are hereby confirmed. We have relied without independent investigation upon the representations and warranties of the Company, Equity One, and the Sellers in the Pooling Agreement and the Purchase Agreement. Furthermore, we have assumed and relied upon, without independent investigation, (i) the authenticity and due authorization, execution, and delivery of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) conformity to the originals of all documents submitted to us as certified or photostatic copies. The advice above was not written and is not intended to be used and cannot be used by any taxpayer for purposes of avoiding United States federal income tax penalties that may be imposed. The advice is written to support the promotion or marketing of the above referenced transaction. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. We provided the foregoing disclaimer to satisfy obligations we have under Circular 230 governing standards of practice before the Internal Revenue Service. Popular ABS, Inc. June 21, 2005 Page 3 We hereby consent to the filing of this opinion letter by the Company as an exhibit to a Current Report on Form 8-K with respect to the Popular ABS, Inc. Mortgage Pass-Through Certificates, Series 2005-3. Very truly yours, Stradley, Ronon, Stevens & Young, LLP By: /s/ Christopher C. Scarpa ------------------------------------ Christopher C. Scarpa, a Partner -----END PRIVACY-ENHANCED MESSAGE-----