As filed with the Securities and Exchange Commission on June 25, 1998
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CWMBS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4449516
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER IDENTIFICATION
OF INCORPORATION) NUMBER)
4500 PARK GRANADA
CALABASAS, CALIFORNIA 91302
(818) 225-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
SANDOR E. SAMUELS, ESQ.
COUNTRYWIDE HOME LOANS, INC.
4500 PARK GRANADA
CALABASAS, CALIFORNIA 91302
(818) 225-3505
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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WITH A COPY TO:
EDWARD J. FINE, ESQ.
BROWN & WOOD LLP
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |X|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |X| 333-45887
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
- ------------------------------------- ---------------- -------------------- ---------------------- ----------------
TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED PER UNIT* PRICE* FEE
- ------------------------------------- ---------------- -------------------- ---------------------- ----------------
- ------------------------------------- ---------------- -------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Mortgage Pass-Through Certificates $165,000,000 100% $165,000,000 $48,675.00
- ------------------------------------- ---------------- -------------------- ---------------------- ----------------
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* Estimated for the purpose of calculating the registration fee.
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THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B)
("RULE 462(B)") UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES
ACT"), AND INCLUDES THE REGISTRATION STATEMENT FACING PAGE, THIS PAGE, THE
SIGNATURE PAGE, AN EXHIBIT INDEX, LEGAL OPINIONS AND RELATED CONSENTS.
PURSUANT TO RULE 462(B), THE CONTENTS OF THE REGISTRATION STATEMENT ON FORM
S-3 (FILE NO. 333-45887), INCLUDING THE EXHIBITS THERETO, ARE INCORPORATED BY
REFERENCE INTO THIS REGISTRATION STATEMENT.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Calabasas, State of California, on
the 25th day of June, 1998.
CWMBS, INC.,
By: /s/ Stanford L. Kurland
________________________________
Stanford L. Kurland
Chairman of the Board,
President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Standard L. Kurland, Carlos
Garcia, Thomas H. Boone and Kevin W. Bartlett, or any of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Stanford L. Kurland Chairman of the Board, President and Director June 25, 1998
----------------------- (principal executive officer)
Stanford L. Kurland
/s/ Carlos Garcia Executive Vice President (principal financial June 25, 1998
----------------- and accounting officer)
Carlos Garcia
/s/ Thomas H. Boone Executive Vice President June 25, 1998
------------------- and Director
Thomas H. Boone
/s/ Kevin W. Bartlett Senior Vice President, Assistant June 25, 1998
--------------------- Secretary and Director
Kevin W. Bartlett
/s/ Jeffrey P. Grogin Director June 25, 1998
---------------------
Jeffrey P. Grogin
</TABLE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Brown & Wood LLP with respect to legality
8.1 Opinion of Brown & Wood LLP with respect to certain
tax matters (included in
Exhibit 5.1)
23.1 Consent of Brown & Wood LLP (included in Exhibits 5.1
and 8.1)
24.1 Power of Attorney (included as part of the signature
page)
Exhibit 5.1
[LETTERHEAD OF BROWN & WOOD LLP]
June 25, 1998
CWMBS, Inc.
4500 Park Granada
Calabasas, Calfornia 91302
Re: CWMBS, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for CWMBS, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") relating to Mortgage Pass-Through
Certificates (the "Certificates"), issuable in series (each, a "Series"). The
Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. As set forth in the Registration
Statement, each Series of Certificates will be issued under and pursuant to
the conditions of a separate pooling and servicing agreement (each, a "Pooling
and Servicing Agreement") among the Company, a trustee and a master servicer
to be identified in the prospectus supplement for such Series of Certificates
(the "Trustee" and the "Master Servicer" for such Series, respectively).
We have examined copies of the Company's Certificate of Incorporation
and Bylaws, the form of Pooling and Servicing Agreement previously filed as
Exhibit 4.1 to Registration Statement No. 33-63714, the forms of Certificates
included in such Pooling and Servicing Agreement, the Prospectus, 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 a Pooling and Servicing Agreement for a Series of Certificates
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, the Trustee and any other party thereto for such Series, such
Pooling and Servicing Agreement will constitute a valid and binding agreement
of the Company, enforceable 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 Certificates 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 countersigned by the Trustee for such Series in accordance with the terms
of the related Pooling and Servicing Agreement, and issued and delivered
against payment therefor as contemplated in the Registration Statement, such
Series of Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of the
related Pooling and Servicing Agreement.
3. The information set forth in the Prospectus under the caption "Certain
Federal Income Tax Consequences", to the extent that it constitutes matters of
law or legal conclusions, is correct.
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 and the
federal laws of the United states of America.
We hereby consent to the use of our name in the Prospectus under the
captions "Certain Federal Income Tax Consequences" and "Legal Matters", and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Brown & Wood LLP
Brown & Wood LLP
