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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): May 30, 2000
CWABS, INC., (as depositor under the Pooling and Servicing Agreement,
dated as of May 1, 2000,
providing for the issuance of the CWABS, INC.
Asset-Backed Certificates, Series 2000-2).
CWABS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-84365 95-4596514
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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4500 Park Granada
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Calabasas, California 91302
(Address of Principal ----------
Executive Offices) (Zip Code)
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
In connection with the issuance of CWABS, INC. Asset-Backed Certificates,
Series 2000-2 (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 8, 2000 and
prospectus supplement dated May 12, 2000, of CWABS, Inc., relating to its
Asset-Backed Certificates, Series 2000-2.
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/ Michael Muir
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Michael Muir
Vice President
Dated: May 30, 2000
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
May 30, 2000
Bear, Stearns & Co. Inc.
245 Park Avenue, 4th Floor
New York, New York 10167
Credit Suisse First Boston
Eleven Madison Avenue, 5th Floor
New York, New York 10010
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
The Bank of New York
101 Barclay Street, 12E
New York, New York 10286
Re: CWABS, Inc.
Asset-Backed Certificates, Series 2000-2
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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 AF-5, Class MF-1,
Class MF-2, Class BF, Class AV-1, Class MV-1, Class MV-2, Class BV, Class
AV-3-1, Class AV-3-2, Class MV-3-1, Class MV-3-2 and Class BV-3 Certificates
are referred to herein as the "Public Certificates".
The Certificates represent the entire beneficial ownership interest in a
trust fund (the "Trust Fund") created pursuant to a Pooling and Servicing
Agreement dated as of May 1, 2000 (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 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:
(1) Signed copy of the Registration Statement on Form S-3 (File No.
333-84365) filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "1933 Act"), on August 3, 1999, (such registration
statement, as declared effective by the Commission on August 12, 1999, is
referred to herein as the "Registration Statement").
(2) The Prospectus dated February 8, 2000 (the "Basic Prospectus"),
as supplemented by the Prospectus Supplement relating to the Public
Certificates, dated May 12, 2000 (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").
(3) The Private Placement Memorandum in connection with the private
placement of the Class AV-2 Certificates ( the "Private Placement
Memorandum").
(4) The Pooling and Servicing Agreement (together with the
Prospectus and the Private Placement Memorandum, the "Documents").
(5) 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
Certificates.
As of the Closing Date, each REMIC created pursuant to the Pooling &
Servicing Agreement will qualify as a REMIC within the meaning of Section 860D
of the Internal Revenue Code of 1986, as amended (the "Code"), assuming (i)
elections are made with respect to each REMIC created pursuant to the Pooling
& Servicing Agreement and (ii) compliance with changes in the law, including
any amendments to the Code or applicable Treasury regulations thereunder. The
Public Certificates, the Class AV-2 Certificates and the Class B-IO
Certificates represent ownership of regular interests in a REMIC. The Class R
Certificates represent ownership of the sole class of residual interest in
each REMIC created pursuant to the Pooling & Servicing Agreement other than
REMIC 3-LT and REMIC 3-UT. The Class 3-R Certificates represent ownership of
the sole class of residual interest in REMIC 3-LT and REMIC 3-UT. The Group 1
Carryover Reserve Fund, Group 2 Carryover Reserve Fund and the Group 3
Carryover Reserve Fund are outside reserve funds that are not assets of any
REMIC created pursuant to the Pooling & Servicing Agreement. The rights of the
Class AV-1, Class AV-2, Class MV-1, Class MV-2 and Class BV Certificates to
receive payments from the Group 2 Carryover Reserve Fund and the rights of the
Class AV-3-1, Class AV-3-2, Class MV-3-1, Class MV-3-2 and Class BV-3
Certificates to receive payments from the Group 3 Carryover Reserve Fund
represent, for federal income tax purposes, contractual rights combined with
regular interests within the meaning of Treasury regulation ss.1.860G-2(i).
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,
s/ BROWN & WOOD LLP
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BROWN & WOOD LLP
