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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): May 28, 1997
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of May 23, 1997, providing
for the issuance of the CWABS, INC., Countrywide Home
Equity Loan Trust 1997-B, Revolving Home Equity Loan
Asset Backed Certificates, Series 1997-B).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-11095 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-B of Revolving Home Equity Loan Asset Backed Certificates, Series 1997-B
(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: May 28, 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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May 28, 1997
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
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-B
Revolving Home Equity Loan Asset Backed Certificates,
Series 1997-B
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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 (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-B (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 May 23, 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:
(a) The Prospectus dated February 21, 1997 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement relating to
the Investor Certificates, dated May 23, 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").
(b) Copy of the Pooling and Servicing Agreement.
(c) 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 -- 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
