Exhibit 8.1
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January 30, 2001
Bear Stearns & Co., Inc.
245 Park Avenue
New York, New York 10167
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
The Bank of New York
101 Barclay Street, 12E
New York, New York 10286
Re: CWABS, Inc.
Asset-Backed Certificates, Series 2001-BC1
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Ladies and Gentlemen:
We have acted as special counsel for CWABS, Inc., a Delaware
corporation (the "Company"), in connection with the issuance of the CWABS,
Inc. Asset-Backed Certificates of the above-referenced Series (the
"Certificates"). The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-6, Class A-IO, Class M-1, Class M-2, Class B-1 and Class B-2
Certificates are referred to herein as the "Public Certificates".
The Certificates represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") created pursuant to a Pooling and Servicing
Agreement dated as of January 1, 2001 (the "Pooling and Servicing Agreement")
by and among the Company, as depositor, Countrywide Home Loans, Inc. ("CHL"),
as seller and master servicer, and The Bank of New York, as trustee (the
"Trustee"). The assets of the Trust Fund consist primarily of a pool of
conventional sub-prime mortgage loans (the "Mortgage Loans") secured by first
and second 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.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
(1) Signed copy of the Registration Statement on Form S-3
(File No. 333-38686) filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "1933 Act"), on July 27, 2000 (such
registration statement, as declared effective by the Commission on
July 31, 2000, is referred to herein as the "Registration
Statement").
(2) The Prospectus dated November 27, 2000 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement relating
to the Public Certificates, dated January 26, 2001 (the "Prospectus
Supplement"), in the form to be filed with the Commission pursuant to
Rule 424(b) under the 1933 Act (the Basic Prospectus, as supplemented
by the Prospectus Supplement, the "Prospectus").
(3) The Pooling and Servicing Agreement (together with the
Prospectus, the "Documents").
(4) A specimen Certificate of each Class of Certificates.
In addition, we have made such investigations of such matters of law
as we 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. Our opinions are also based on the
assumption that there are no agreements or understandings with respect to
those transactions contemplated in the Documents other than those contained in
the Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof, including all tax
reporting requirements contained therein.
As to any facts material to the following opinions which we did not
independently establish or verify, we have relied upon statements and
representations of the responsible officers and other representatives of the
Company and of public officials and agencies. We have, for purposes of
rendering the opinions, also relied on certain factual, numerical and
statistical information which is based on the assumptions used in pricing the
Certificates.
As of the Closing Date, each REMIC created pursuant to the Pooling
and Servicing Agreement will qualify as a REMIC within the meaning of Section
860D of the Internal Revenue Code of 1986, as amended (the "Code"), assuming
(i) elections are made with respect to each REMIC created pursuant to the
Pooling and Servicing Agreement and (ii) compliance with changes in the law,
including any amendments to the Code or applicable Treasury regulations
thereunder. The Public Certificates represent ownership of regular interests
in a REMIC. The Class R Certificates represent ownership of the sole class of
residual interest in each REMIC created pursuant to the Pooling and Servicing
Agreement. The Carryover Reserve Fund is an outside reserve fund that is not
an asset of any REMIC created pursuant to the Pooling and Servicing Agreement.
The rights of the Public Certificates (exclusive of the Class A-IO
Certificates) to receive payments from the Carryover Reserve Fund represent,
for federal income tax purposes, contractual rights combined with regular
interests within the meaning of Treasury regulation ss.1.860G-2(i).
The opinions set forth herein are 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. The opinions expressed herein are limited as
described above, and we do not express an opinion on any other tax aspect of
the transactions contemplated by the documents relating to the transaction.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion is rendered as of the date hereof and we undertake no
obligation to update this opinion or advise you of any changes in the event
there is any change in legal authorities, facts, assumptions or documents on
which this opinion is based (including the taking of any action by any party
to the Documents pursuant to any opinion of counsel or a waiver), or any
inaccuracy in any of the representations, warranties or assumptions upon which
we have relied in rendering this opinion unless we are specifically engaged to
do so. This opinion is rendered only to those to whom it is addressed and may
not be relied on in connection with any transactions other than the
transactions contemplated herein. This opinion may not be relied upon for any
other purpose, or relied upon by any other person, firm or corporation for any
purpose, without our prior written consent.
Very truly yours,
/s/ BROWN & WOOD LLP
BROWN & WOOD LLP