<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF BROWN & WOOD LLP]
December 6, 2000
CWMBS, Inc.
4500 Park Granada
Calabasas, California 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 429 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 "Material
Federal Income Tax Consequences", to the extent that it constitutes matters of
law or legal conclusions, is correct in all material respects.
<PAGE> 2
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 (excluding
choice of law principles therein) 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 "Material Federal Income Tax Consequences" and "Legal Matters", and to
the filing of this opinion as an exhibit to the Registration Statement, without
admitting that we are "experts" within the meaning of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder, with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ BROWN & WOOD LLP
--------------------------------------
Brown & Wood LLP
2
