Exhibit 8.1
February 28, 2001
Countrywide Securities Corporation
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
CWABS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Bank One, National Association, as Indenture Trustee
0 Xxxx Xxx Xxxxx
Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000
Re: Countrywide Master Trust
Revolving Home Equity Loan Asset Backed Notes,
Series 2001-A
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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 of the above-referenced Series (the "Notes") by CWABS Master
Trust (the "Trust") out of the Series 2001-A Subtrust. 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 herein have the meanings ascribed to such terms in
the Sale and Servicing Agreement dated as of February 26, 2001 among CHL,
CWABS, the Trust and Bank One, National Association, as indenture trustee (the
"Indenture Trustee") (the "Sale and Servicing Agreement") and the Indenture
dated as of February 26, 2001 between the Trust and the Indenture Trustee.
Reference is also made to the Master Trust Agreement dated as of August 28,
2000 between CHL, CWABS and Wilmington Trust Company, as owner trustee,
pursuant to which the Trust was created (the "Trust Agreement").
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 November 27, 2000 (the "Basic Prospectus"),
as supplemented by the Prospectus Supplement, dated February 21, 2001
(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 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 CHL,
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 upon the foregoing and consideration of such other matters as we
have deemed appropriate, we are of the opinion that:
1. For federal income tax purposes, neither the Trust nor any portion of
the Trust will be classified as an association or a publicly traded
partnership taxable as a corporation, or as a taxable mortgage pool
within the meaning of section 7701(i) of the Internal Revenue Code of
1986, as amended.
2. The Notes will be treated as debt for federal income tax purposes.
3. The statements in the Prospectus Supplement under the headings
"Summary -- Material Federal Income Tax Consequences" and "Material
Federal Income Tax Consequences," to the extent that they constitute
matters of federal law or legal conclusions with respect thereto, have
been reviewed by us and are correct in all material respects with respect
to those consequences or aspects that are discussed.
We do not express any opinion as to any laws other than the federal tax
law of the United States of America.
The opinions set forth herein are based upon the existing provisions of
the Internal Revenue Code of 1986, as amended, 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 corporate documents
or the effect of such transactions on CHL or any member of CHL's consolidated
tax group.
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/ XXXXX & XXXX LLP
XXXXX & WOOD
