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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 19, 1998
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of November 14, 1998,
providing for the issuance of the CWABS, INC.,
Countrywide Home Equity Loan Trust 1998-D, Revolving Home
Equity Loan Asset Backed Certificates, Series 1998-D).
CWABS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-60823 95-4596514
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
(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.
Filing of Certain Materials
In connection with the issuance by Countrywide Home Equity Loan Trust
1998-D of Revolving Home Equity Loan Asset Backed Certificates, Series 1998-D
(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
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood re Tax Matters.
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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
David Walker
Vice President
Dated: November 19, 1998
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Exhibit Index
Exhibit Page
8.1 Opinion of Brown & Wood re: Tax Matters 5
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Exhibit 8.1
November 19, 1998
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
World Financial Center
North Tower
New York, New York 10281-1201
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 1998-D
Revolving Home Equity Loan Asset Backed Certificates,
Series 1998-D
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 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 1998-D (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 November 14,
1998 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:
(i) The Prospectus dated October 26, 1998 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement
relating to the Investor Certificates, dated November 10,
1998 (the "Prospectus Supplement") in the form filed with
the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 (the Basic Prospectus, as supplemented by the
Prospectus Supplement, the "Prospectus").
(ii) The Pooling and Servicing Agreement (together with the
Prospectus, the "Documents").
(iii) 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. 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 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 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 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
BROWN & WOOD LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
November 19, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWABS, Inc.
Countrywide Home Equity Loan Trust 1998-D
Revolving Home Equity Loan Asset Backed
Certificates, Series 1998-D
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, the
Company's Current Report on Form 8-K, for certain materials in connection with
the above-referenced transaction.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
