================================================================================ 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) February 28, 1997 Access Financial Services Corp. (Exact name of registrant as specified in its charter) Delaware 333-07837 41-1768416 - ---------------------------- ---------------- ------------------- (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 400 Highway 169 South, Suite 400 St. Louis Park, Minnesota 55426 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (612) 542-6500 No Change ------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 5. Other Events Filing of Opinion of Dewey Ballantine with respect to Certain Tax Matters - -------------------------------------------------- Access Financial Lending Corp. (the "Registrant") registered issuances of up to $1,500,000,000 principal amount of Mortgage Loan Pass-Through Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration File No. 333-07837) (the "Registration Statement"). Pursuant to the Registration Statement, Access Financial Mortgage Loan Trust 1996-4 (the "Trust") is issuing its Mortgage Loan Pass-Through Certificates, Series 1997-1 (the "Certificates"). This Current Report on Form 8-K is being filed to disclose the opinion of Dewey Ballantine, New York, New York, in connection with certain tax matters related to the creation of the Trust and the issuance of the Certificates. The following is filed herewith. The exhibit number corresponds with Item 601(b) of Regulation S-K. Exhibit No. Description - ----------- ----------- 8.1 Opinion of Dewey Ballantine dated February 28, 1997 concerning 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 hereunto duly authorized. ACCESS FINANCIAL LENDING CORP. ----------------------------------------------------------------------- as the Registrant and on behalf of Access Financial Mortgage Loan Trust 1997-1 By: /s/ Dan J. Cheever ---------------------------------------------- Name: Dan J. Cheever Title: Chief Financial Officer and Secretary Dated: February 28, 1997 Exhibit Index Description of Exhibit Exhibit No. Description - ----------- ----------- 8.1 Opinion of Dewey Ballantine dated February 28, 1997 concerning tax matters.