CWABS Asset-Backed Certificates Trust 2006-13 – ‘8-K’ for 7/28/06 – EX-5.1

On:  Friday, 7/28/06, at 5:10pm ET   ·   For:  7/28/06   ·   Accession #:  905148-6-5071   ·   File #:  333-131591-17

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     10K 
 2: EX-5.1      Opinion re: Legality                                   3     12K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                Exhibits 5.1, 8.1 and 23.1

Sidley Austin LLP 
787 Seventh Ave.  
New York, New York 10019  
Telephone: (212) 839-5300 
Facsimile: (212) 839-5599 

                                                               July 28, 2006

CWABS, Inc.                                                                     
4500 Park Granada                                                               
Calabasas, California  91302                                                    

          Re:      CWABS Asset-Backed Certificates Trust 2006-13
               Asset-Backed Certificates, Series 2006-13
                    ----------------------------------------------

Ladies and Gentlemen:                                                           

We have acted as special counsel for CWABS, Inc., a Delaware  
corporation (the "Company"), in connection with the issuance of the             
Asset-Backed Certificates of the above-referenced Series (the "Certificates").  
The Class 1-AF-1, Class 1-AF-2, Class 1-AF-3, Class 1-AF-4, Class 1-AF-5,       
Class 1-AF-6, Class 2-AV, Class 3-AV-1, Class 3-AV-2, Class 3-AV-3, Class       
MV-1, Class MV-2, Class MV-3, Class MV-4, Class MV-5, Class MV-6, Class MV-7,   
Class MV-8, Class BV and Class A-R Certificates are referred to herein as the   
"Public Certificates."                                                          

     The Certificates represent the entire beneficial ownership interest
in a trust fund (the "Issuing Entity") created under a Pooling and Servicing    
Agreement, dated as of July 1, 2006 (the "Pooling and Servicing Agreement"),    
by and among the Company, as depositor, Countrywide Home Loans, Inc., as a      
seller, Park Monaco Inc., as a seller, Park Sienna LLC, as a seller,            
Countrywide Home Loans Servicing LP, as master servicer, The Bank of New York,  
as trustee, and The Bank of New York Trust Company, N.A., as co-trustee. The    
assets of the Issuing Entity consist primarily of a pool of conventional,       
credit-blemished mortgage loans secured by first liens on one- to four-family   
residential properties. Capitalized terms not defined herein have the meanings  
ascribed to them in the Pooling and Servicing 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.                                                                      

EX-5.1
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Based upon the foregoing, we are of the opinion that:         

1.       The Pooling and Servicing Agreement has been duly authorized,          
   executed and delivered by the Company, the Sellers and the Master
     Servicer and, assuming due authorization, execution and delivery by
      the Trustee, constitutes a valid, legal and binding agreement of the
       Company, the Sellers and the Master Servicer, enforceable against the
     Company, the Sellers and the Master Servicer 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. In
      rendering this opinion, we have relied on the opinions of counsel of
  Sandor E. Samuels as to matters involving the due authorization,
      execution and delivery of the Pooling and Servicing Agreement by the
Depositor, the Sellers and the Master Servicer.               

2.       Assuming that the Certificates have been duly executed and             
countersigned by the Trustee in the manner contemplated in the
   Pooling and Servicing Agreement, when delivered and paid for, the
     Certificates will be validly issued and outstanding and entitled to
the benefits of the Pooling and Servicing Agreement.          

3.       Each REMIC described in the Pooling and Servicing Agreement will       
 qualify as a real estate mortgage investment conduit within the
  meaning of Section 860D of the Internal Revenue Code of 1986, as
   amended (the "Code"), the Regular Certificates will be treated as
   regular interests in the Master REMIC, the Class A-R Certificates
    will represent ownership of the sole class of residual interest in
     each REMIC described in the Pooling and Servicing Agreement and the
      rights and the obligations of the holders of the Public Certificates
(except the Class A-R Certificates) with respect to Net Rate  
      Carryover will represent for federal income tax purposes contractual
   rights and obligations coupled with REMIC regular interests under
   Treasury regulation ss. 1.860G-2(i), assuming: (i) an election is
  made to treat the assets of each REMIC as a real estate mortgage
    investment conduit, (ii) compliance with the Pooling and Servicing
       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 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 can change at any time. Any such change      
could apply retroactively and modify the legal conclusions upon which our       
opinions are based. Our opinion is limited as described above, and we do not    
express an opinion on any other tax aspect of the transactions contemplated by  
the Pooling and Servicing Agreement or the effect of such transactions on       
Countrywide Financial Corporation, any member of its federal consolidated       
group or any of its wholly owned affiliates.                                    

   In rendering the foregoing opinions, we express no opinion on the
laws of any jurisdiction other than the federal tax laws of the United States   
of America, the corporate laws of the State of Delaware and the laws of the     
State of New York.                                                              

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EX-5.1
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      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/ Sidley Austin LLP

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		7/28/06		1					8-K
		7/1/06		1
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