CWABS INC
8-K, 1997-02-26
ASSET-BACKED SECURITIES
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_________________________________________________________________


                      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 26, 1997

          CWABS,  INC.,   (as  depositor  under   the  Pooling  and
          Servicing  Agreement,  dated  as of  February  25,  1997,
          providing  for   the  issuance   of   the  CWABS,   INC.,
          Countrywide Home Equity Loan Trust 1997-A, Revolving Home
          Equity Loan Asset Backed Certificates, Series 1997-A).

                           CWABS, INC.                     
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)


          Delaware               333-11095          95-4596514   
- ----------------------------   ------------     -----------------
(State or Other Jurisdiction   (Commission     (I.R.S. Employer
     of Incorporation)         File Number)   Identification No.)

       155 North Lake Avenue
       Pasadena, California                          91101  
     ------------------------                     ----------
       (Address of Principal                      (Zip Code)
        Executive Offices)

Registrant's telephone number, including area code (818) 584-2212
                                                   ----- --------

_________________________________________________________________


Item 5.   Other Events.
- ----      ------------

Filing of Certain Materials
- ---------------------------

     Pursuant to  Rule 411(c)  of Regulation  C under the  Securities Act  of
1933, concurrently with, or  subsequent to, the filing of this Current Report
on  Form 8-K  (the "Form  8-K"), CWABS, Inc. (the "Company") is filing an
Opinion re Tax Matters with the Securities and Exchange Commission (the
"Commission") relating  to  its  Revolving  Home  Equity  Loan  Asset  Backed
Certificates, Series 1997-A.

     The Filed Opinion is filed as Exhibit 8.1.

Item 7.  Financial Statements, Pro Forma Financial
- ----     -----------------------------------------
         Information and Exhibits.
         ------------------------

(a)  Not applicable.

(b)  Not applicable.

(c)  Exhibits:

     8.1  Opinion of Brown & Wood re Tax Matters. 




















                   
- -------------------
*    Capitalized terms used  and not otherwise defined herein  shall have the
meanings assigned  to them  in the  prospectus  dated November  13, 1997  and
prospectus supplement  dated November 13,  1997, of CWABS, Inc.,  relating to
its Revolving Home Equity Loan Asset Backed Certificates, Series 1997-A.


                                  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.

                              CWABS, INC.


                              By: /s/ David Walker                       
                                  ---------------------------------
                                  David Walker
                                  Vice President




Dated:  February 26, 1997


                                Exhibit Index
                               -------------

Exhibit                                                                  Page
- -------                                                                  ----
8.1       Opinion of Brown & Wood re Tax matters                            6


                                 Exhibit 8.1
                                -----------



                                   February 26, 1997



CWABS, Inc.
155 North Lake Avenue
Pasadena, California 91101-7139

The First National Bank of Chicago, as Trustee
One First National Plaza
Chicago, Illinois  60670

     Re:  Countrywide Home Equity Loan Trust 1997-A
          Revolving Home Equity Loan Asset Backed Certificates,
          Series 1997-A                                        
          -----------------------------------------------------


Ladies and Gentlemen:

     We have acted as special counsel for Countrywide Home Loans, Inc., a New
York corporation ("CHL"), and CWABS, Inc., a Delaware corporation ("CWABS")
in connection with the proposed transfer by CHL to CWABS of certain home
equity loans (the "Mortgage Loans") and the proposed issuance of Revolving
Home Equity Loan Asset Backed Certificates of the above-referenced Series
(the "Certificates") by Countrywide Home Equity Loan Trust 1997-A (the
"Trust").  You have requested our opinion as to certain federal income tax
consequences of the above-referenced transaction.

     The  assets of the Trust will consist primarily of a pool of Mortgage
Loans.  The Mortgage Loans are secured by either  first or second deeds  of
trust  or   mortgages  on   one-  to   four-family  residential   properties.
Capitalized terms not otherwise defined  herein have the meanings ascribed to
such terms in  the pooling and servicing  agreement dated as of  February 25,
1997 among CHL, CWABS and The First National Bank of Chicago, as trustee (the
"Pooling and Servicing Agreement").  

     In  arriving at  the opinions  expressed  below, we  have examined  such
documents and records as we have deemed appropriate, including the following:

          The  Prospectus  dated   February  21,  1997   (the  "Basic
     Prospectus"), as supplemented by the Prospectus Supplement 
     relating  to the  Investor  Certificates, dated  February 21,  1997 (the
     "Prospectus Supplement"), in the form filed with the Commission pursuant
     to Rule 424(b) under the 1933 Act (the Basic Prospectus, as supplemented
     by the Prospectus Supplement, the "Prospectus").

          Copy of the Pooling and Servicing Agreement.

          A specimen Certificate  of each of the  Investor Certificates
     and the Transferor Certificates

     In addition, we  have made such investigations of such matters of law as
we deemed appropriate as a basis for the opinions expressed below.   Further,
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals. 
 
     As to any  facts material  to the  following opinions which  we did  not
independently  establish  or  verify,  we have  relied  upon  statements  and
representations of the responsible officers and other representatives of CHL,
CWABS  and  of public  officials  and agencies.    We have,  for  purposes of
rendering  the opinions,  also  relied  on  certain  factual,  numerical  and
statistical information which is based on the assumptions used in pricing the
Investor Certificates.

     Based  upon the foregoing and consideration of  such other matters as we
have deemed appropriate, we are of the opinion that:

     1.   For federal income  tax purposes, the Trust will  not be classified
as  an association or a publicly traded partnership taxable as a corporation,
or as  a taxable mortgage pool within  the meaning of section  7701(i) of the
Code.

     2.   The  Investor Certificates  will  be treated  as  debt for  federal
income tax purposes.

     3.   The  statements in  the Prospectus  Supplement  under the  headings
"Summary of Terms -- Federal Income Tax Consequences" and "Federal Income Tax
Consequences", to the extent that  they constitute matters of federal law  or
legal  conclusions with  respect thereto, have  been reviewed  by us  and are
correct  in all  material  respects  with respect  to  those consequences  or
aspects that are discussed.

     We do not express any opinion as  to any laws other than the federal tax
law of the United States of America.

     The opinions set forth herein are  based upon the existing provisions of
the  Internal Revenue  Code of  1986,  as amended,  and Treasury  regulations
issued or proposed thereunder, published  Revenue Rulings and releases of the
Internal Revenue Service and existing case law, any of which could be changed
at any time.   Any such changes may  be retroactive in application and  could
modify  the legal  conclusions  upon  which such  opinions  are  based.   The
opinions  expressed  herein are  limited as  described above,  and we  do not
express  an  opinion  on  any  other  legal  or  income  tax  aspect  of  the
transactions contemplated  by the corporate  documents or the effect  of such
transactions on CHL or any member of CHL's consolidated tax group.  

     In rendering  the foregoing opinions,  we express  no opinion as  to the
laws of any jurisdiction other than the federal income tax laws of the United
States.    This  opinion  will  not  be  updated  for  subsequent changes  or
modifications  to   the  law   and  regulations  or   to  the   judicial  and
administrative interpretations thereof, unless we are specifically engaged to
do so.   This opinion is rendered only  to those to whom it  is addressed and
may not  be relied  on in  connection with  any transactions  other than  the
transactions contemplated  herein.  This  opinion may not be  relied upon for
any other purpose,  or relied upon by  any other person, firm  or corporation
for any purpose, without our prior written consent.

                                   Very truly yours,

                                   /s/ BROWN & WOOD LLP

                                   BROWN & WOOD LLP
     

                               BROWN & WOOD LLP
                            One World Trade Center
                          New York, New York  10048
                          Telephone:  (212) 839-5300
                          Facsimile:  (212) 839-5599





                                        February 26, 1997


BY MODEM
- --------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


     Re:  CWABS, Inc.
          Countrywide Home Equity Loan Trust 1997-A
          Revolving Home Equity Loan Asset Backed
          Certificates, 1997-A                      
          ------------------------------------------


Ladies and Gentlemen:

     On  behalf of  CWABS,  Inc.  (the "Company"),  we  enclose herewith  for
filing, pursuant to the Securities and Exchange  Act of 1934, as amended, the
Company's Current  Report on  Form 8-K, for  certain materials  in connection
with the above-referenced transaction.

                                        Very truly yours,

                                        /s/ Joshua G. Grunat

                                        Joshua G. Grunat


Enclosure





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