_____________________________________________________________________________
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, 1998
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of February 20, 1998,
providing for the issuance of the CWABS, INC. Asset-
Backed Certificates, Series 1998-1).
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. Asset-Backed
Certificates, Series 1998-1 (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.
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated February 20, 1998 and
prospectus supplement dated February 23, 1998, of CWABS, Inc., relating to
its Asset-Backed Certificates, Series 1998-1.
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, 1998
Exhibit Index
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Exhibit Page
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8.1 Opinion of Brown & Wood LLP re Tax matters 5
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, 1998
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
Re: CWABS, Inc.
Asset-Backed Certificates, Series 1998-1
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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 AF-1, Class AF-2, Class AF-3, Class AF-4, Class MF-1, Class MF-2, Class
BF, Class AV-1, Class MV-1, Class MV-2, 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 February 20, 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:
a. 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").
b. The Prospectus dated February 20 1998 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement relating to
the Public Certificates, dated February 23, 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").
c. The Pooling and Servicing Agreement (together with the
Prospectus, the "Documents").
d. 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.
Assuming compliance with the pertinent provisions of the Pooling and
Servicing Agreement, as of the Closing Date, the Master REMIC and the
Subsidiary REMIC will each qualify as a "real estate mortgage investment
conduit" ("REMIC") as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), assuming: (i) an election is made to treat the assets
of the Master REMIC as a REMIC and an election is made to treat the assets of
the Subsidiary 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 will constitute "regular interests" in the REMIC, and
the Class R Certificates will constitute the 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 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,
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
February 27, 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 --
Asset-Backed Certificates, 1998-1
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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, an
opinion of counsel relating to the characterization of the Certificates for
federal income tax purposes.
Very truly yours,
/s/ Jeffrey Stewart
Jeffrey Stewart
Enclosure
