Exhibit 8.1
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October 29, 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
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Re: CWABS Revolving Home Equity Loan Trust, Series 2004-P,
Revolving Home Equity Loan Asset Backed Notes, Series 2004-P
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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-P (the "Notes") by CWABS Revolving Home Equity
Loan Trust, Series 2004-P (the "Trust"). You have requested our opinion on
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
October 29, 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 October 29, 2004, between the Trust and the
Indenture Trustee. Reference is also made to the Trust Agreement, dated as of
October 25, 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 October 25, 2004 (the "Basic
Prospectus"), as supplemented by the Prospectus Supplement,
dated October 27, 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, as 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.
The opinions in this opinion letter are based on the current
provisions of the Code and the Treasury regulations issued or proposed
thereunder, Revenue Rulings and other published releases of the Internal
Revenue Service, and current case law, any of which can change at any time.
Any such changes could apply retroactively and 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
