8-K 1 x25878e8vk.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 EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 30, 2006 Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-3 (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 10th Floor New York, New York 10080 (Address of Principal Executive (Zip Code) Offices)

Registrant's telephone number, 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 5.1, Exhibit 8.1 and Exhibit 23.1 is the opinion of Dechert LLP with respect to the legality of the Merrill Lynch Mortgage Investors Trust, Series MLCC 2006-3 Mortgage Pass-Through Certificates. ITEM 9.01. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable: (d) Exhibits: 5.1 Opinion of Dechert LLP as to legality (including consent of such firm). 8.1 Opinion of Dechert LLP as to certain tax matters (including consent of such firm included in Exhibit 5.1). 23.1 Consent of Dechert LLP (included in Exhibit 5.1). 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/ Matthew Whalen ------------------------------------ Name: Matthew Whalen Title: President Date: October 30, 2006 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 5.1 Opinion of Dechert LLP as to legality (including consent of such firm). 8.1 Opinion of Dechert LLP as to certain tax matters (including consent of such firm included in Exhibit 5.1). 23.1 Consent of Dechert LLP (included in Exhibit 5.1)

Merrill Lynch Mortgage Investors Trust Series MLCC 2006-3 8-K