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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): December 30, 1998
CWMBS, INC., (as depositor under the Pooling and Servicing
Agreement, dated as of December 1, 1998, providing for the
issuance of the CWMBS, INC., CHL Mortgage Pass-Through
Trust 1998-22, Mortgage Pass-Through Certificates, Series 1998-
22).
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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<PAGE>
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)
<PAGE>
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: December 30, 1998
<PAGE>
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
<PAGE>
Exhibits 5.1 and 8.1
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December 30, 1998
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1998-22
Mortgage Pass-Through Certificates,
Series 1998-22
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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 December 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 1998-22 (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 Trust Fund as described in the Pooling and Servicing Agreement will
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 Trust Fund 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
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BROWN & WOOD LLP
<PAGE>
BROWN & WOOD LLP
One World Trade Center
New York, New York 10048
Telephone: (212) 839-5300
Facsimile: (212) 839-5599
December 30, 1998
BY MODEM
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Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CWMBS, Inc.
CHL Mortgage Pass-Through Trust 1998-22
Mortgage Pass-Through Certificates,
Series 1998-22
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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
