As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/31/06  Bear Stearns ALT-A Trust 2006-7   8-K:8,9    10/31/06    1:62K                                    Orrick Herringto… LLP/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- bsalta2006-7_8k                   HTML     51K 

 

 

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): October 31, 2006

 

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. (as company under a Pooling and Servicing Agreement dated as of October 1, 2006 providing for, inter alia, the issuance of Bear Stearns Alt-A Trust, Mortgage Pass-Through Certificates, Series 2006-7)

(Exact name of registrant as specified in its charter)

 

Delaware		333-132232		30-0183252
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

383 Madison Avenue New York, New York		10179
(Address of principal executive office)		(Zip Code)

 

(952) 857-7000

(Registrant's telephone number, including area code )

 

N/A

(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

[8-K – Opinions]

 

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Items 1 through 7 are not included because they are not applicable.

Item 8.01.	Other Events.

On October 31, 2006, Structured Asset Mortgage Investments II Inc. caused the issuance and sale of the Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7, pursuant to a Pooling and Servicing Agreement, dated as of October 1, 2006, among Structured Asset Mortgage Investments II Inc., as depositor, Wells Fargo Bank, National Association, as master servicer and securities administrator, EMC Mortgage Corporation, as seller, and Citibank, N.A., as trustee.

 

Item 9.01.	Financial Statements and Exhibits.
	(a)   Not applicable
	(b)   Not applicable
	(c)   Exhibits (executed copies): The following execution copies of Exhibits to the
Form S-3 Registration Statement of the Registrant are hereby filed:
	5.1   Legality Opinion of Orrick, Herrington & Sutcliffe, LLP
	5.2   Opinion of In-House Counsel to Structured Asset Mortgage Investment II Inc.
	8.1   Tax Opinion of Orrick, Herrington & Sutcliffe, LLP
	23.1   Consent of In-House Counsel to Structured Asset Mortgage Investment II Inc. (included in opinion filed as Exhibit 5.2)

 

 

[8-K – Opinions]

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized.

 

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC

By: /s/ Baron Silverstein

Name:  Baron Silverstein

Title:    Senior Managing Director

 

 

Dated: October 31, 2006

 

[8-K – Opinions]

 

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EXHIBIT INDEX

 

 

Exhibit Number	Description
5.1	Legality Opinion of Orrick, Herrington & Sutcliffe, LLP
5.2	Opinion of In-House Counsel to Structured Asset Mortgage Investment II Inc.
8.1	Tax Opinion of Orrick, Herrington & Sutcliffe, LLP
23.1	Consent of In-House Counsel to Structured Asset Mortgage Investment II Inc. (included in opinion filed as Exhibit 5.2)

 

 

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EXHIBIT 5.1

 

October 31, 2006

 

Structured Asset Mortgage Investments II Inc.

383 Madison Avenue

New York, New York 10179

 

 

Re:	Bear Stearns Alt-A Trust 2006-7, Mortgage Pass-Through Certificates 2006-7

 

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-3, filed by Structured Asset Mortgage Investments II Inc., a Delaware corporation (the “Registrant”), with the Securities and Exchange Commission on March 10, 2006 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of Bear Stearns Alt-A Trust 2006-7, Mortgage Pass-Through Certificates 2006-7 (the “Certificates”). The Certificates are issuable in series (each, a “Series”). The Certificates of each Series will be issued pursuant to documentation more particularly described in the prospectus dated October 23, 2006 and the prospectus supplement dated October 30, relating to such Series (the “Issuing Documentation”). The Certificates of each Series are to be sold as set forth in the Registration Statement, any amendment thereto, and the prospectus and prospectus supplement relating to such Series.

We have examined such instruments, documents and records as we deemed relevant and necessary as a basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; and (d) the necessary entity authorization, execution, authentication, payment and delivery of and under all documents, and the necessary entity power and authority with respect thereto.

Based on such examination and the other assumptions set forth herein, we are of the opinion that the Certificates of each Series will be legally issued, fully paid and non-assessable, and the holders of the Certificates will be entitled to the benefits of the related Issuing Documentation, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws

 

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Structured Asset Mortgage Investments II Inc.

October 31, 2006

Page 2

 

relating to or affecting the rights of creditors generally and general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether such enforceability is considered in a proceeding in equity or at law. We express no opinion with respect to any series of Certificates for which we do not act as counsel to you.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion, as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK HERRINGTON & SUTCLIFFE

ORRICK, HERRINGTON & SUTCLIFFE LLP

 

 

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EXHIBIT 5.2

 

 

October 31, 2006

 

Addressees Listed on Exhibit A

 

 

Re:	Structured Asset Mortgage Investment II Inc., Bear Stearns ALT-A Trust,
	Mortgage Pass-Through Certificates, Series 2006-7

 

Ladies and Gentlemen:

 

I am the Vice President of Structured Asset Mortgage Investment II Inc., a Delaware corporation (the "Company"), and, in such capacity, I am familiar with the affairs of the Company.

 

I am providing this opinion in connection with the issuance and sale by the Company of Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates, Series 2006-7 (the “Certificates”), pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2006 (the “Pooling and Servicing Agreement”), among the Company, Citibank, N.A., as trustee (the “Trustee”), Wells Fargo Bank, National Association (“Wells Fargo”), as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator) and EMC Mortgage Corporation (“EMC”). The Certificates consist of thirty-one classes designated as the Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class I-B-3, Class B-IO, Class XP (together, the "Group I Certificates"), Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4, Class II-2X-5, Class II-3A-1, Class II-3A-2, Class II-3X-1, Class II-B-1, Class II-BX-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5, Class II-B-6 (together, the "Group II Certificates"), Class R and the Class R-X Certificates (together, the "Residual Certificates"). The Class I-A-1, Class I-A-2, Class I-M-1, Class I-M-2, Class I-B-1, Class I-B-2, Class II-1A-1, Class II-1A-2, Class II-1X-1, Class II-2A-1A, Class II-2A-1B, Class II-2A-2, Class II-2X-1, Class II-2X-2, Class II-2X-3, Class II-2X-4, Class II-2X-5, Class II-3A-1, Class II-3A-2, Class II-3X-1, Class II-B-1, Class II-BX-1, Class II-B-2 and Class II-B-3 Certificates (the “Offered Certificates”) are offered pursuant to the prospectus supplement dated October 30, 2006, to the prospectus dated October 23, 2006 (collectively, the “Prospectus”).

 

The Certificates will evidence in the aggregate initial undivided ownership interests of 100% in a trust fund (the “Trust Fund”) consisting primarily of a pool of adjustable rate mortgage loans secured by first liens on one- to four-family residential properties (the “Mortgage Loans”) held by either (a) Wells Fargo, as a custodian, pursuant to the custodial agreement, dated as of October 31, 2006, among the Company, the Master Servicer, Wells Fargo and the Trustee (the “Wells Fargo Custodial Agreement”) or (b) Treasury Bank, A Division of Countrywide Bank N.A. (“Treasury Bank”), as a custodian (and, together with Well’s Fargo in its capacity as custodian, the “Custodians”), pursuant to a custodial agreement, dated as of October 31, 2006, among the Company, the Master Servicer, Treasury Bank and the Trustee (the “Treasury Bank Custodial Agreement”).

 

 

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The Company will sell the Offered Certificates to Bear Stearns & Co. Inc. (“Bear”) pursuant to an Underwriting Agreement dated as of May 12, 2006 and the related Terms Agreement, dated as of October 30, 2006, between the Company and Bear (the “Underwriting Agreement”).

EMC acquired certain Mortgage Loans from various originators pursuant to various purchase agreements or similar agreements. Primary servicing of such Mortgage Loans will be provided for in accordance with various sale and servicing agreements or similar agreements, each of which will be assigned to the Trust pursuant to the Pooling and Servicing Agreement and various Assignment, Assumption and Recognition Agreements among the related servicer, EMC and the Trustee; provided, however, that EMC will retain the right to enforce the representations and warranties made by the servicers with respect to the related Mortgage Loans against them. EMC transferred such Mortgage Loans to the Company pursuant to the Mortgage Loan Purchase Agreement, dated as of October 31, 2006 (the “EMC Mortgage Loan Purchase Agreement”), in exchange for the cash proceeds of the Offered Certificates. The EMC Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement, the Wells Fargo Custodial Agreement, the Treasury Bank Custodial Agreement and the Underwriting Agreement are collectively referred to herein as the “Agreements.” Capitalized terms not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement. This opinion letter is rendered pursuant to Section 6 of the Underwriting Agreement.

 

I have examined copies of the Agreements, the Certificate of Incorporation of the Company and the By-Laws of the Company. I also have examined such agreements, certificates of officers and representatives of the Company and others, and other documents, papers, statutes and authorities as I have deemed necessary to form the basis of the opinions hereinafter expressed. In such examinations, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to original documents of copies of documents supplied to me. As to certain matters of fact relevant to the opinions hereinafter expressed, I have relied solely upon statements and certificates of the officers of the Company and others. I have also assumed (other than with respect to the Company) that the Agreements and all documents and instruments have been duly authorized, executed and delivered by all parties thereto, that all such parties had the power and legal right to execute and deliver the Agreements and all such documents and instruments, and that such Agreements, documents and instruments are valid, binding and enforceable obligations of such parties.

 

I am admitted to the Bar of the State of New York, and I express no opinion as to any laws other than the State of New York and the General Corporation Law of the State of Delaware and, to the extent set forth below, the laws of the United States. This opinion is being given as of October 31, 2006 and I express no opinion as to events or conditions subsequent to such date.

Based on the foregoing, I am of the opinion that:

 

1.            The Company is a corporation duly organized, validly existing and in good

 

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standing under the laws of the State of Delaware, with full corporate power and authority to own its assets and conduct its business, to execute, deliver and perform the Agreements and all the transactions contemplated thereby, and the Company has taken all necessary action to authorize the execution, delivery and performance of the Agreements by it, and the Agreements have been duly authorized, executed and delivered by it.

2.            The execution and delivery of the Agreements by the Company and the performance of its obligations under the Agreements will not conflict with any provision of any law or regulation to which the Company is subject or, or to my knowledge, any agreement or instrument to which the Company is a party or by which it is bound, or any order or decree applicable to the Company or, result in the creation or imposition of any lien on any of the Company's assets or properties, in each case which would materially and adversely affect the ability of the Company to carry out the transactions contemplated by the Agreements or, conflict with, result in a breach of or constitute a default under any of the terms, conditions or provisions of any of the Company's organizational documents.

3.            To my knowledge, there is no action, suit, proceeding or investigation pending to which the Company is a party in any court or by or before any other government agency or instrumentality (a) asserting the invalidity of the Agreements or (b) which would materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Agreements.

4.            To my knowledge, the Company is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Company or its properties or might have consequences that would materially and adversely affect its performance under the Agreements.

5.            To my knowledge, no consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation of the transactions contemplated by the Agreements, other than those which have been obtained by the Company.

 

This opinion is furnished solely for the benefit of the Addressees listed on Exhibit A in connection with the transaction referred to herein. This letter may not be relied upon, used, quoted, circulated or otherwise referred to by any other person or for any other purpose without my prior written approval; provided, however, that Orrick, Herrington & Sutcliffe LLP may rely on this opinion in connection with the rendering of their opinion in connection with the Agreements.

I understand that you will file this opinion with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K for incorporation into the Registration Statement.

 

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I hereby consent to the filing of this opinion with the Securities and Exchange Commission.

 

Very truly yours,

/s/ Joseph Jurkowski

Joseph T. Jurkowski, Jr.

Vice President

 

 

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EXHIBIT A

 

Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New York, New York 10179	Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179
Citibank, N.A. 388 Greenwich Street, 14th Floor New York, New York 10013

 

 

 

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EXHIBIT 8.1

 

October 31, 2006

 

Structured Asset Mortgage Investments II Inc.

383 Madison Avenue

New York, New York 10179

 

Re:	Bear Stearns Alt-A Trust 2006-7, Mortgage Pass-Through Certificates 2006-7

 

Ladies and Gentlemen:

We have advised Structured Asset Mortgage Investments II Inc. (the “Registrant”) with respect to certain federal income tax aspects of the issuance by the Registrant of the Bear Stearns Alt-A Trust 2006-7, Mortgage Pass-Through Certificates 2006-7 (the “Certificates”) issuable in series. Such advice conforms to the description of selected federal income tax consequences to holders of the Certificates that appears under the heading “Federal Income Tax Consequences” in the prospectus (the “Prospectus”) forming a part of the Registration Statement on Form S-3 as filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on March 10, 2006 (the “Registration Statement”). Such description does not purport to discuss all possible income tax ramifications of the proposed issuance, but with respect to those tax consequences which are discussed, in our opinion the description is accurate in all material respects, and we hereby confirm and adopt that description as our opinion herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever appearing in the Registration Statement and the Prospectus contained therein. In giving such consent, we do not consider that we are “experts,” within the meaning of the term as used in the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Very truly yours,

/s/ ORRICK HERRINGTON & SUTCLIFFE

ORRICK, HERRINGTON & SUTCLIFFE LLP

 

 

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