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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): July 30, 1998
CWABS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of July 1, 1998, providing for the issuance
of the CWABS, INC. Mortgage Pass-Through Certificates, Series
1998-14).
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 of CWABS, INC. Mortgage Pass-Through
Certificates, Series 1998-14 (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 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 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 June 25, 1998 and prospectus
supplement dated July 27, 1998, of CWABS, Inc., relating to its Mortgage Pass
Through Certificates, Series 1998-14.
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: July 30, 1998
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
<PAGE>
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
July 30, 1998
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
New York, New York 10281
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
Re: CWABS, Inc.
Mortgage Pass-Through Certificates, Series 1998-14
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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.
Mortgage Pass Through Certificates of the above-referenced Series (the
"Certificates"). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-7, Class PO, Class X, Class A-R, Class M, Class B-1 and Class
B-2 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 July 1, 1998 (the "Pooling and Servicing
Agreement") among the Company, as depositor, Countrywide Home Loans, Inc., as
seller and master servicer (the "Seller" or the "Master Servicer" as
appropriate), and The Bank of New York, as trustee (the "Trustee"). The assets
of the Trust Fund will consist primarily of a pool of conventional fixed-rate
mortgage loans (the "Mortgage Loans") secured by first 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:
(1) Signed copy of the Registration Statement on Form S-3 (File
No. 333-37539) filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), on October 9, 1997, together with each
amendment thereto (such registration statement, as amended and as
declared effective by the Commission on November 7, 1997, is referred
to herein as the "Registration Statement").
(2) The Prospectus dated June 25, 1998 (the "Basic Prospectus"),
as supplemented by the Prospectus Supplement relating to the Public
Certificates, dated July 27, 1998 (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").
(3) The Pooling and Servicing Agreement (together with the Prospectus,
the "Documents").
(4) 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. 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 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.
Based on the foregoing, we are of the opinion that the Trust Fund as
described in the Prospectus Supplement and the Pooling and Servicing Agreement
will qualify as a "real estate mortgage investment conduit" ("REMIC") within the
meaning of Section 860D of the Internal Revenue Code of 1986, as amended (the
"Code"), assuming: (i) an election is made to treat the assets of the Trust Fund
as a REMIC, (ii) compliance with the Pooling and Servicing Agreement and (iii)
compliance with changes in the law, including any amendments to the Code or
applicable Treasury regulations thereunder.
The opinion set forth herein is 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 opinion expressed herein is limited as described
above, and do not express an opinion on any other 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 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,
Cover Letter
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
July 30, 1998
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWABS, Inc.
File No. 333-37539 --
Mortgage Pass Through Certificates, 1998-14
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Ladies and Gentlemen:
On behalf of CWABS, Inc. (the "Company"), transmitted herewith is a
Current Report on Form 8-K containing an opinion of counsel relating to the
characterization of the Certificates for federal income tax purposes.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
