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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): October 29, 1998
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of October 1, 1998, providing for the
issuance of the CWMBS, INC., Residential Asset Securities Trust 1998-
A14, Mortgage Pass-Through Certificates, Series 1998-N).
CWMBS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-53861 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) 225-3000
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
5.1 Legality Opinion of Brown & Wood LLP.
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1)
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.
CWMBS, INC.
By: /s/ Celia Coulter
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Celia Coulter
Vice President
Dated: October 29, 1998
Exhibit Index
Exhibit Page
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5.1 Legality Opinion of Brown & Wood LLP 5
8.1 Tax Opinion of Brown & Wood LLP (included in Exhibit 5.1) 5
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1 and 8.1) 5
Exhibits 5.1 and 8.1
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October 29, 1998
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
Residential Asset Securitization Trust 1998-A14
Mortgage Pass-Through Certificates, Series 1998-N
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Ladies and Gentlemen:
We have acted as special counsel for CWMBS, Inc., a Delaware corporation
(the "Company"), in connection with the issuance of the Mortgage Pass-Through
Certificates of the above-referenced Series (the "Certificates") pursuant to a
Pooling and Servicing Agreement dated as of October 1, 1998 (the "Pooling and
Servicing Agreement"), among the Company, as depositor, IndyMac, Inc., as
seller and master servicer (the "Seller and Master Servicer"), and The Bank of
New York, as trustee (the "Trustee").
The Certificates will represent the entire beneficial ownership interest
Residential Asset Securitization Trust 1998-A14 (the "Trust Fund"). The assets
of the Trust Fund will consist primarily of a pool of conventional fixed-rate
mortgage loans (the "Mortgage Loans") secured by first 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.
We have examined such documents and records and made such investigations
of such matters of law as we have 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.
Based upon the foregoing, we are of the opinion that:
1. The Pooling and Servicing Agreement has been duly authorized, executed and
delivered by the Company and the Seller and Master Servicer and
constitutes a valid, legal and binding agreement of the Company and the
Seller and Master Servicer, enforceable against the Company and the Seller
and Master Servicer in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law.
2. Assuming that the Certificates have been duly executed and countersigned
by the Trustee in the manner contemplated in the Pooling and Servicing
Agreement, when delivered and paid for, the Certificates will be validly
issued and outstanding and entitled to the benefits of the Pooling and
Servicing Agreement.
3. The Master REMIC and the Subsidiary REMIC as described in the Pooling and
Servicing Agreement will each qualify as a "real estate mortgage
investment conduit" ("REMIC") within the meaning of Section 806D of the
Internal Revenue Code of 1986, as amended (the "Code"), assuming (i) an
election is made to treat the assets of the Master REMIC as a REMIC and
an election is made to treat the assets of the Subsidiary REMIC as a
REMIC, (ii) compliance with the Pooling and Servicing Agreement and (iii)
compliance with changes in the law, including any amendments to the Code
or applicable Trreasury regulations thereunder.
The opinion set forth in paragraph 3 is 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. Such opinion is limited as described above, and
we do not express an opinion on any other tax aspect of the transactions
contemplated by the Pooling and Servicing Agreement or the effect of such
transactions on IndyMac, Inc. or any of its shareholders.
In rendering the foregoing opinions, we express no opinion as to the laws
of any jurisdiction other than the federal laws of the United States of
America, the corporate laws of the State of Delaware and the laws of the State
of New York.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Report on Form 8-K dated the date hereof.
Very truly yours,
/s/ BROWN & WOOD LLP
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BROWN & WOOD LLP
