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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): August 27, 1998
CWABS, INC., (as depositor under the Pooling and
Servicing Agreement, dated as of August 21, 1998,
providing for the issuance of the CWABS, INC.,
Countrywide Home Equity Loan Trust 1998-C, Revolving Home
Equity Loan Asset Backed Certificates, Series 1998-C).
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 by Countrywide Home Equity Loan Trust
1998-C of Revolving Home Equity Loan Asset Backed Certificates, Series 1998-C
(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.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
8.1 Opinion of Brown & Wood re Tax Matters.
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: August 27, 1998
Exhibit Index
Exhibit Page
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8.1 Opinion of Brown & Wood re: Tax Matters 5
Exhibit 8.1
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August 27, 1998
Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
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-C
Revolving Home Equity Loan Asset Backed Certificates,
Series 1998-C
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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-C (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 August 21, 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 August 21, 1998 (the "Basic Prospectus"), as
supplemented by the Prospectus Supplement relating to the Investor
Certificates, dated August 21, 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
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BROWN & WOOD LLP
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
August 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.
Countrywide Home Equity Loan Trust 1998-C
Revolving Home Equity Loan Asset Backed
Certificates, Series 1998-C
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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, 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
