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

12/29/06  Bear Stearns Mtge Fundi… 2006-AR5 8-K:8,9    12/29/06    4:62K                                    Orrick Herringto… LLP/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report -- bsmf2006-ar5_8k                   HTML     22K 
 2: EX-5.1      OH&S Legality Opinion                               HTML     11K 
 3: EX-5.1      Sami Ii Inc. In-House Opinion                       HTML     23K 
 4: EX-8.1      OH&S Tax Opinion                                    HTML      9K 

_________________________________________________________________________________

 

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): December 29, 2006

 

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. (as company under a Pooling and Servicing Agreement dated as of December 1, 2006 providing for, inter alia, the issuance of Bear Stearns Mortgage Funding Trust 2006-AR5, Mortgage Pass-Though Certificates, Series 2006-AR5)

(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)

 

(212) 272-2000

(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))

 

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

 

 

[8-K – Opinions]

 

---

 

 

 

Item 8.01.	Other Events.

On December 29, 2006, Structured Asset Mortgage Investments II Inc. caused the issuance and sale of the Bear Stearns Mortgage Funding Trust 2006-AR5, Mortgage Pass-Though Certificates, Series 2006-AR5, pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006, among, Structured Asset Mortgage Investments II Inc., as seller, Wells Fargo Bank, National Association, as trustee, and EMC Mortgage Corporation.

 

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
	23.2	Consent of In-House Counsel to Structured Asset Mortgage Investment II Inc. (included in opinion filed as Exhibit 5.2)

 

 

[8-K – Opinions]

 

---

 

 

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: December 29, 2006

 

[8-K – Opinions]

 

---

 

 

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
23.2	Consent of In-House Counsel to Structured Asset Mortgage Investment II Inc. (included in opinion filed as Exhibit 5.2)

 

 

---