<PAGE>
EXHIBIT 5.1
[INCLUDES EXHIBITS 8.1 AND 23.1]
CWABS, Inc.
4500 Park Granada
Calabasas, CA 91302
June 6, 2000
Re: CWABS. Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for CWABS, Inc., a Delaware corporation (the
'Company'), in connection with the preparation of a registration statement on
Form S-3 (the 'Registration Statement') relating to the issuance from time to
time of up to $9,408,180,373 aggregate principal amount of Asset Backed Notes
and Asset Backed Certificates (the 'Securities'), issuable in series (each, a
'Series'). The Registration Statement is being filed with the Securities and
Exchange Commission under the 1933 Act. As set forth in the Registration
Statement, each Series of Securities will be issued under and pursuant to the
conditions of a separate pooling and servicing agreement, trust agreement or
indenture (each, an 'Agreement') among the Company, a trustee (the 'Trustee')
and, where appropriate, a master servicer (the 'Master Servicer'), each to be
identified (together with any other relevant parties) in the prospectus
supplement for such Series of Securities.
We have examined copies of the Company's Certificate of Incorporation, the
Company's By-laws and forms of each Agreement, as previously filed as Exhibits
4.1, 4.2, 4.3, 4.4 and 4.5 to Registration Statement No. 333-11095 (and
incorporated by reference in the Registration Statement), and the forms of
Securities included in any Agreement so filed in the Registration Statement and
such other records, documents and statutes as we have deemed necessary for
purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement relating to a Series of Securities has been duly and
validly authorized by all necessary action on the part of the Company and has
been duly executed and delivered by the Company, the Master Servicer, if any,
the Trustee and any other party thereto, such Agreement will constitute a legal,
valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors' rights
generally or by general equity principles.
2. When a Series of Securities has been duly authorized by all necessary
action on the part of the Company (subject to the terms thereof being otherwise
in compliance with applicable law at such time), duly executed and authenticated
by the Trustee for such Series in accordance with the terms of the related
Agreement and issued and delivered against payment therefor as described in the
Registration Statement, such Series of Securities will be legally and validly
issued, fully paid and nonassessable, and the holders thereof will be entitled
to the benefits of the related Agreement.
3. The information set forth in the Prospectus under the caption 'Material
Federal Income Tax Consequences,' to the extent it constitutes matters of law or
legal conclusions, is correct in all material respects. The opinions set forth
in the Prospectus under the heading 'Material Federal Income Tax Consequences'
are hereby confirmed.
In rendering the foregoing opinions, we express no opinion as to the laws of
any jurisdiction other than the laws of the State of New York (excluding choice
of law principles therein) and the federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
'Legal Matters' in each prospectus supplement and the prospectus forming a part
of the Registration Statement, without admitting that we are 'experts' within
the meaning of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this exhibit.
Very truly yours,
/s/ Brown & Wood LLP
