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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): August 28, 1998
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of August 1, 1998, providing for the
issuance of the CWMBS, INC., CHL Mortgage
Pass-Through Trust 1998-15, Mortgage Pass-Through Certificates, Series
1998-15).
CWMBS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-53861 95-4596514
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
4500 Park Granada
Calabasas, California 91302
(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.
(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)
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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
Celia Coulter
Vice President
Dated: August 28, 1998
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Exhibit Index
Exhibit Page
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
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Exhibits 5.1 and 8.1
August 28, 1998
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1998-15
Mortgage Pass-Through Certificates,
Series 1998-15
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 August 1, 1998 (the
"Pooling and Servicing Agreement"), among the Company, as depositor, Countrywide
Home Loans, 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 in CHL Mortgage Pass-Through Trust 1998-15 (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 by the Company
and the Seller and Master Servicer and, upon execution and delivery by the
parties thereto, will and constitute 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 860D 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
Treasury 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 Countrywide Home Loans, Inc. or any member of Countrywide Home
Loans, Inc.'s consolidated tax group.
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
BROWN & WOOD LLP
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BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
August 28, 1998
BY MODEM
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1998-15
Mortgage Pass-Through Certificates,
Series 1998-15
Ladies and Gentlemen:
On behalf of CWMBS, Inc. (the "Company"), we enclose herewith for
filing, pursuant to the Securities and Exchange Act of 1934, as amended, the
Company's Current Report on Form 8-K in connection with the above-referenced
transaction.
Very truly yours,
/s/ Amy Sunshine
Amy Sunshine
Enclosure
