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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): November 25, 1997
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of November 21, 1997,
providing for the issuance of the CWABS, INC.,
Countrywide Home Equity Loan Trust 1997-D, Revolving Home
Equity Loan Asset Backed Certificates, Series 1997-D).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-37539 95-4596514
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 225-3240
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Item 5. Other Events.
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Filing of Certain Materials
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In connection with the issuance by Countrywide Home Equity Loan Trust
1997-D of Revolving Home Equity Loan Asset Backed Certificates, Series 1997-D
(the "Certificates"), CWABS, Inc. is filing herewith an opinion of counsel
relating to the characterization of the Certificates for federal income tax
purposes. The Opinion is annexed hereto on Exhibit 8.1.
Item 7. Financial Statements, Pro Forma Financial
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Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood re Tax Matters.
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
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David Walker
Vice President
Dated: November 25, 1997
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood re Tax matters 5
Exhibit 8.1
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November 25, 1997
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
250 Vesey Street, 10th Floor
New York, New York 10281
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
CWABS, Inc.
4500 Park Granada
Calabasas, California 91302
The First National Bank of Chicago, as Trustee
One First National Plaza
Chicago, Illinois 60670
Re: Countrywide Home Equity Loan Trust 1997-D
Revolving Home Equity Loan Asset Backed Certificates,
Series 1997-D
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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 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-D (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 adjustable
rate home equity revolving credit line loans made or to be made in the future
(the "Mortgage Loans") under certain home equity revolving credit line loan
agreements. 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 November 21,
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 November 7, 1997 (the "Basic Prospectus"), as
supplemented by the Prospectus Supplement relating to the Investor
Certificates, dated November 18, 1997 (the "Prospectus Supplement"), in
the form filed with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933 Act (the Basic Prospectus, as supplemented by the
Prospectus Supplement, the "Prospectus").
The Pooling and Servicing Agreement (together with the Prospectus,
the "Documents").
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. Our opinions are also based on the
assumption that there are no agreements or understandings with respect to
those transactions contemplated in the Documents other than those contained
in the Documents. Furthermore, our opinions are based on the assumption that
all parties to the Documents will comply with the terms thereof, including
all tax reporting requirements contained therein.
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 -- 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 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 is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon
which we have relied in rendering this opinion 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
November 25, 1997
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWABS, Inc.
Countrywide Home Equity Loan Trust 1997-D
Revolving Home Equity Loan Asset Backed
Certificates, 1997-D
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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/ Kimberly H. Bothner
Kimberly H. Bothner
Enclosure
