Exhibit 8.1
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November 30, 2000
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
CWABS, Inc.
4500 Park Granada
Calabasas, California 91302
Bank One, National Association, as Indenture Trustee
1 Bank One Plaza
Suite IL1-0126
Chicago, Illinois 60670
Re: Countrywide Master Trust
Revolving Home Equity Loan Asset Backed Notes,
Series 2000-D
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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 Notes of the above-referenced Series (the "Notes") by CWABS
Master Trust (the "Trust") out of the Series 2000-D Subtrust. 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 Sale and Servicing Agreement dated as of November 28, 2000
among CHL, CWABS, the Trust and Bank One, National Association, as indenture
trustee (the "Indenture Trustee") (the "Sale and Servicing Agreement") and the
Indenture dated as of November 28, 2000 between the Trust and the Indenture
Trustee. Reference is also made to the Master Trust Agreement dated as of
August 28, 2000 between CHL, CWABS and Wilmington Trust Company, as owner
trustee, pursuant to which the Trust was created (the "Trust 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 November 27, 2000 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement,
dated November 27, 2000 (the "Prospectus Supplement"), in
the form filed with the Securities and Exchange 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 Sale and Servicing Agreement, the Indenture and the Trust
Agreement (together with the Prospectus, the "Documents").
(iii) A specimen Note.
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 Notes.
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, neither the Trust nor any
portion of the Trust will 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 Internal
Revenue Code of 1986, as amended.
2. The Notes will be treated as debt for federal income tax purposes.
3. The statements in the Prospectus Supplement under the
headings "Summary -- Material Federal Income Tax Consequences" and
"Material 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
