Exhibit 8.1
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September 30, 2004
Countrywide Securities Corporation
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
CWABS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
JPMorgan Chase Bank, as Indenture Trustee
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: CWABS Revolving Home Equity Loan Trust, Series 2004-J,
Revolving Home Equity Loan Asset Backed Notes, Series 2004-J
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Ladies and Gentlemen:
We have acted as special counsel for Countrywide Home Loans, Inc., a New
York corporation ("CHL"), and CWABS, Inc., a Delaware corporation ("CWABS"), in
connection with the proposed transfer by CHL to CWABS of certain home equity
loans and the proposed issuance of Revolving Home Equity Loan Asset Backed
Notes, Series 2004-J (the "Notes") by CWABS Revolving Home Equity Loan Trust,
Series 2004-J (the "Trust"). You have requested our opinion as to certain
federal income tax consequences of the above-referenced transaction.
The assets of the Trust will consist primarily of a pool of adjustable rate
home equity revolving credit line loans made or to be made in the future (the
"Mortgage Loans") under certain home equity revolving credit line loan
agreements. The Mortgage Loans are secured by either first or second deeds of
trust or mortgages on one- to four-family residential properties. Capitalized
terms not otherwise defined in this opinion letter have the meanings given to
them in the Sale and Servicing Agreement, dated as of September 30, 2004 (the
"Sale and Servicing Agreement"), among CHL, CWABS, the Trust, and JPMorgan Chase
Bank, as indenture trustee (the "Indenture Trustee") and the Indenture, dated as
of September 30, 2004, between the Trust and the Indenture Trustee. Reference is
also made to the Trust Agreement, dated as of September 24, 2004 (the "Trust
Agreement"), between CWABS and Wilmington Trust Company, as owner trustee,
pursuant to which the Trust was created.
In arriving at the opinions expressed below, we have examined such
documents and records as we have deemed appropriate, including the following:
(i) The Prospectus, dated September 14, 2004 (the "Basic Prospectus"), as
supplemented by the Prospectus Supplement, dated September 28, 2004
(the "Prospectus Supplement") in the form filed with the Securities
and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933
(the Basic Prospectus, as supplemented by the Prospectus Supplement,
the "Prospectus").
(ii) The Sale and Servicing Agreement, the Indenture, and the Trust
Agreement (together with the Prospectus, the "Documents").
(iii) A specimen Note.
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 their terms, including all tax reporting requirements
contained in the Documents. Our opinions are also based on the assumption that
the transaction contemplated by the Documents is not part of another transaction
or another series of transactions that would require the Trust, any investor or
any other participant to treat such transaction or transactions as subject to
the disclosure, registration, or list maintenance requirements of section 6011,
6111, or 6112 of the Internal Revenue Code of 1986, as amended (the "Code").
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 responsible officers and other representatives of CHL and
CWABS 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 Notes.
Based on the foregoing and consideration of such other matters as we have
deemed appropriate, we are of the opinion that, for federal income tax purposes,
(i) the Notes will be characterized as debt instruments and (ii) neither the
Trust nor any portion of the Trust will be classified as a corporation, a
publicly traded partnership taxable as a corporation, or as a taxable mortgage
pool within the meaning of section 7701(i) of the Code.
We do not express any opinion on any laws other than the federal income tax
laws of the United States of America.
The opinions in this opinion letter are based on the current provisions of
the Code and Treasury regulations issued or proposed thereunder, Revenue Rulings
and other published releases of the Internal Revenue Service, and current 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 on which our
opinions are based. The opinions in this opinion letter are limited as described
above, and we do not express an opinion on any other tax aspect of the
transactions contemplated by the corporate documents or the effect of such
transactions on CHL or any member of CHL's consolidated tax group.
This opinion is rendered as of today and we undertake no obligation to
update this opinion or advise you of any changes if 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 on 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 in this opinion
letter. This opinion may not be relied on for any other purpose, or relied on by
any other person, firm, or corporation for any purpose, without our prior
written consent.
Very truly yours,
/s/ SIDLEY XXXXXX XXXXX & XXXX LLP
SIDLEY XXXXXX XXXXX & XXXX LLP
