8-K 1 x22064ke8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 22, 2006 MERRILL LYNCH MORTGAGE INVESTORS, INC. (as Depositor under the Pooling and Servicing Agreement, dated as of June 1, 2006, providing for the issuance of Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed Certificates, Series 2006-HE3) Merrill Lynch Mortgage Loan Asset-Backed Certificates, Series 2006-HE3 (Issuing Entity) Merrill Lynch Mortgage Investors, Inc. (Exact Name of Depositor as Specified in its Charter) Merrill Lynch Mortgage Lending Inc. (Exact Name of Sponsor as Specified in its Charter) Merrill Lynch Mortgage Investors, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 333-130545 13-3416059 (State or Other Jurisdiction (Commission (I.R.S. Employer Of Incorporation) File Number) Identification No.)

250 Vesey Street 4 World Financial Center 28th Floor New York, NY 10080 (Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (212) 449-0357 No Change (Former Name or Former 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. Other Events Filing of Legality Opinion Attached as Exhibit 99.1 is the opinion of Dechert LLP with respect to the legality of the Merrill Lynch Mortgage Investors Trust Mortgage Loan Asset-Backed Certificates, Series 2006-HE3. ITEM 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: 99.1 Legal Opinion 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. MERRILL LYNCH MORTGAGE INVESTORS, INC. By: /s/ Alan Chan ------------------------------------ Name: Alan Chan Title: Authorized Signatory Date: June 22, 2006 INDEX TO EXHIBITS

MERRILL LYNCH MORTGAGE INVESTORS INC 8-K