Exhibits 5.1 and 8.1
October 30, 2000
CWMBS, Inc.
4500 Park Granada
Calabasas, California 91302
Re: CWMBS, Inc.
Resecuritization Mortgage Trust 2000-7R
Resecuritization Mortgage Certificates,
Series 2000-7R
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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
Resecuritization Mortgage Certificates of the above-referenced Series (the
"Certificates") pursuant to a Trust Agreement dated as of October 30, 2000
(the "Trust Agreement"), among the Company, as depositor, Countrywide
Securities Corporation, as underlying certificate seller (the "Underlying
Certificate Seller"), and State Street Bank and Trust Company, as trustee (the
"Trustee").
The Certificates will represent the entire beneficial ownership
interest in Resecuritization Mortgage Trust 2000-7R (the "Trust Fund"). The
assets of the Trust Fund will consist of a GE Capital Mortgage Services,
Inc.,Class A-2, REMIC Multi-Class Pass-Through Certificate, Series 1999-1
identified in the Trust Agreement (the "Deposited Underlying Certificate").
The Deposited Certificate evidences a fractional undivided ownership interest
in a trust consisting of a pool of conventional, fixed-rate 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 Trust 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 Trust Agreement has been duly authorized, executed and delivered by
the Company and, assuming due authorization, execution and delivery by
the other parties thereto, constitutes a valid, legal and binding
agreement of the Company, enforceable against the Company 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 Trust Agreement, when
delivered and paid for, the Certificates will be validly issued and
outstanding and entitled to the benefits of the Trust Agreement.
3. The Trust Fund as described in the Trust 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 Trust Fund as a
REMIC, (ii) compliance with the Trust 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 Trust Agreement or the effect of such transactions on
Countrywide Securities Corporation or any member of Countrywide Securities
Corporation'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
