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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 20, 1998
CWABS, INC., (as depositor under the Pooling and Servicing Agreement,
dated as of November 1, 1998,
providing for the issuance of the CWABS, INC.
Asset-Backed Certificates, Series 1998-3).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-60823 95-4596514
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(State or Other Jurisdiction (Commission File Number (I.R.S. Employer
of Incorporation) 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. Asset-Backed Certificates,
Series 1998-3 (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
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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.
* ________ Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the prospectus dated October 26,
1998 and prospectus supplement dated November 17, 1998, of CWABS,
Inc., relating to its Asset-Backed Certificates, Series 1998-3.
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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 20, 1998
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Exhibit Index
Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
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Exhibit 8.1
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 20, 1998
Prudential Securities Incorporated
One New York Plaza, 14th Floor
New York, New York 10292
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
Re: CWABS, Inc.
Asset-Backed Certificates, Series 1998-3
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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 AF-1, Class MF-1, Class MF-2, Class BF, Class AV-1, Class AV-2, Class
MV-1, Class MV-2 and Class BV 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 November 1, 1998 (the "Pooling and Servicing
Agreement") among the Company, as depositor, Countrywide Home Loans, Inc.
("CHL"), as seller and master servicer, 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 mortgage loans (the "Mortgage Loans") secured by
first and 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:
(1) Signed copy of the Registration Statement on
Form S-3 (File No. 333-60823) 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 6,
1998, together with each amendment thereto (such registration
statement, as amended and as declared effective by the Commission on
October 26, 1998, is referred to herein as the "Registration
Statement").
(2) The Prospectus dated October 26, 1998 (the
"Basic Prospectus"), as supplemented by the Prospectus Supplement
relating to the Public Certificates, dated November 17, 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.
As of the Closing Date, the Upper Tier REMIC and REMIC 1, REMIC 2, and
REMIC 3 (each of REMIC 1, REMIC 2 and REMIC 3, a "Lower Tier REMIC") will each
qualify as a 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 Upper Tier REMIC and the assets of each Lower Tier
REMIC 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 Public Certificates and the
Class B-IO Certificates represent ownership of regular interests in the Upper
Tier REMIC. The Class R Certificates represent ownership of the sole class of
residual interest in the Upper Tier REMIC and in each Lower Tier REMIC. The
Group I Net Rate Carryover Reserve Fund and the Carryover Reserve Fund are
outside reserve funds that are not assets of the Upper Tier REMIC or any of the
Lower Tier REMICs. The rights of the Class AV-1, Class AV-2, Class MV-1, Class
MV-2, and Class BV Certificates to receive payments from the Carryover Reserve
Fund represent, for federal income tax purposes, interests in an interest rate
cap contract.
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 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,
/s/ Brown & Wood LLP
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