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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 27, 1997
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of February 27, 1997,
providing for the issuance of the CWABS, INC. Asset-
Backed Certificates, Series 1997-1).
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.)
155 North Lake Avenue
Pasadena, California 91101
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (818) 584-2212
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Item 5. Other Events.
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Filing of Certain Materials
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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 Asset-Backed Certificates, Series 1997-1.
The Filed Opinion is filed as 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 LLP re Tax Matters.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated February 21, 1997 and
prospectus supplement dated February 24, 1997, of CWABS, Inc., relating to
its Asset-Backed Certificates, Series 1997-1.
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.
CWABS, INC.
By: /s/ David Walker
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David Walker
Vice President
Dated: February 27, 1997
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 6
Exhibit 8.1
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
February 27, 1997
Prudential Securities Incorporated
One New York Plaza
New York, New York 10292
Countrywide Securities Corporation
155 North Lake Avenue
Pasadena, California 91101
Re: CWABS, Inc.
Asset-Backed Certificates, Series 1997-1
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Ladies and Gentlemen:
We have acted as special counsel for CWABS, Inc., a Delaware corporation
(the "Company"), in connection with the issuance of the CWABS, Inc. Asset-
Backed Certificates of the above-referenced Series (the "Certificates"). The
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-5 Certificates are
referred to herein as the "Public Certificates".
The Certificates will represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") to be created pursuant to a Pooling and
Servicing Agreement dated as of February 27, 1997 (the "Pooling and
Servicing Agreement") among the Company, as depositor, Countrywide Home
Loans, Inc., as seller and master servicer ("CHL"), and The Bank of New York,
as trustee (the "Trustee"). The assets of the Trust Fund will consist
primarily of a pool of conventional sub-prime and prime mortgage loans (the
"Mortgage Loans") secured by first or second liens 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.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
Signed copy of the Registration Statement on Form S-3 (File
No. 333-11095) filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), on August 29, 1996, together with each
amendment thereto (such registration statement, as amended and as
declared effective by the Commission on November 13, 1996, is
referred to herein as the "Registration Statement").
The Prospectus dated February 21, 1997 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement relating to
the Public Certificates, dated February 24, 1997 (the "Prospectus
Supplement"), in the form to be filed with the Commission pursuant to
Rule 424(b) under the 1933 Act (the Basic Prospectus, as supplemented by
the Prospectus Supplement, the "Prospectus").
Signed copy of the Pooling and Servicing Agreement.
A specimen Certificate of each Class of 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 the
Company 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
Public Certificates.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of the Closing Date the Trust Fund will qualify as a
"real estate mortgage investment conduit" ("REMIC") as defined in the
Internal Revenue Code of 1986, as amended (the "Code"). The Public
Certificates will constitute "regular interests" in the REMIC, and the Class
R Certificates will constitute a single class of "residual interests" in the
REMIC.
The opinions set forth herein are based upon the existing provisions of
the Code 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 documents relating to
the transaction.
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. The 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,
