UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May
9
, 2019
____________________
REDWOOD
TRUST, INC.
(Exact name of registrant as specified in
its charter)
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Maryland
(State or other jurisdiction
of incorporation)
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001-13759
(Commission File Number)
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68-0329422
(IRS Employer Identification
Number)
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One Belvedere Place
Suite 300
Mill Valley, California 94941
(Address of principal executive offices, including Zip Code)
(415) 389-7373
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth
company
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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RWT
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New
York Stock Exchange
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Item 8.01
Other Events.
Filing of Shelf Registration Statement and Prospectus Supplements
On May
9
,
2019, Redwood Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”)
a shelf registration statement (File No. 333-
231338
) (the “Registration Statement”),
which became immediately effective upon filing.
On May
9
, 2019, the Company also filed with the SEC two prospectus supplements, each dated May
9
,
2019, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to: (i) the Company’s Direct Stock Purchase
and Dividend Reinvestment Plan (the “Plan”), which is designed to provide the Company’s existing stockholders
and interested new investors with a method of purchasing shares of the Company’s common stock and investing all or a percentage
of their cash dividends in additional shares of common stock; and (ii) the offer and sale of shares of the Company’s common
stock from time to time to or through Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC,
Goldman Sachs & Co. LLC and JMP Securities LLC, as the Company’s sales agents (collectively, the “Agents”),
pursuant to the distribution agreement, dated November 14, 2018, as amended, entered into by the Company and the Agents (the “Distribution
Agreement”).
In connection with the filing of the prospectus
supplements, the Company is filing as Exhibits 5.1 and 5.2 hereto opinions of its Maryland counsel, Venable LLP, regarding the
legality of the validity of the securities being registered under each respective prospectus supplement. Additionally, in connection
with the filing of the prospectus supplement related to the Plan, the Company is filing as Exhibit 8.1 hereto an
opinion of its counsel, Latham & Watkins LLP, with respect to certain tax matters.
Amendment to Distribution Agreement
On May 9, 2019, the Company and the Agents
entered into an amendment (“Amendment No. 1”) to the Distribution Agreement.
A copy of the Distribution Agreement is
filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Company on November 15, 2018. A copy of Amendment No. 1 is
filed as Exhibit 1.1 to this Current Report.
This Current Report shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful.
Item 9.01
Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: May 10, 2019
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REDWOOD TRUST, INC.
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By:
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/s/ Andrew P. Stone
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Name:
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Andrew P. Stone
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Title:
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Executive Vice President,
General Counsel, and Secretary
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Exhibit 1.1
REDWOOD TRUST, INC.
Amendment No. 1 to the Distribution
Agreement
May 9, 2019
Wells Fargo Securities, LLC
375 Park Avenue, 4th Floor
New York, New York 10152
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, New York 10010
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
JMP Securities LLC
600 Montgomery Street, Suite 1100
San Francisco, California 94111
Ladies and Gentlemen:
Reference is made to the Distribution Agreement,
dated November 14, 2018 (the “
Agreement
”), among Redwood Trust, Inc., a Maryland corporation (the “
Company
”),
and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and
JMP Securities LLC, as an agent and/or principal under any Terms Agreement (each, an “
Agent
” or collectively,
the “
Agents
”), with respect to the issuance and sale from time to time by the Company of shares of Common Stock,
par value, $0.01 per share of the Company having an aggregate Gross Sales Price of up to $150,000,000 on the terms set forth in
the Agreement.
In connection with the foregoing, the Company
and the Agents wish to amend the Agreement through this Amendment No. 1 to the Agreement (this “
Amendment
”)
to make certain changes to the Agreement with effect on and after the date hereof (the “
Effective Date
”).
SECTION 1.
Definitions
. Unless otherwise defined herein,
capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
SECTION 2.
Amendment of the Agreement
. The following
section shall be included as new Section 21 of the Agreement:
21.
Recognition of the U.S. Special Resolution Regimes
.
(a) The following definitions shall be applied
to the terms used in Section 21(b) and Section 21(c) below.
“
BHC Act Affiliate
” has
the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“
Covered Entity
” means
any of the following:
(i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“
Default Right
” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as
applicable.
“
U.S. Special Resolution Regime
”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank
Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(b) In the event that any Agent that is
a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent of this Agreement,
and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of
the United States or a state of the United States.
(c) In the event that any Agent that is
a Covered Entity or a BHC Act Affiliate of such Agent becomes subject to a proceeding under a U.S. Special Resolution Regime, Default
Rights under this Agreement that may be exercised against such Agent are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United
States or a state of the United States.
SECTION 3.
Governing Law
. This Amendment and any claim,
counterclaim, controversy or dispute of any kind or nature whatsoever arising out of or in any way relating to this Amendment,
directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York.
SECTION 4.
Counterparts
. This Amendment may be signed
in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same instrument.
SECTION 5.
Headings
. The headings herein are included
for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Amendment.
If the foregoing correctly sets forth the
understanding between the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon
this Amendment and your acceptance shall constitute a binding agreement among the Company and each of the Agents.
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Very truly yours,
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REDWOOD TRUST, INC.
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By:
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/s/ Andrew P. Stone
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Name: Andrew P. Stone
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Title: General Counsel and Secretary
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[
Signature Page to Amendment No. 1 to the Distribution Agreement
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Accepted and agreed as of the
date first above written:
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Wells Fargo
SECURITIES, LLC
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By:
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/s/ Michael Sartorius
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Name: Michael Sartorius
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Title: Vice President
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J.P. Morgan securities llc
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By:
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/s/ Stephanie Little
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Name: Stephanie Little
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Title: Executive Director
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credit suisse securities (USA) llc
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By:
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/s/ Renos Savvides
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Name: Renos Savvides
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Title: Director
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goldman sachs & co. llc
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By:
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/s/ Daniel Young
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Name: Daniel Young
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Title: Managing Director
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jmp securities llc
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By:
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/s/ Thomas Kilian
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Name: Thomas Kilian
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Title: Chief Operating Officer
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[
Signature Page to Amendment No. 1 to the Distribution Agreement
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Exhibit 5.1
[LETTERHEAD OF VENABLE LLP]
May 9, 2019
Redwood Trust, Inc.
One Belvedere Place
Suite 300
Mill Valley, California 94941
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Re:
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Registration Statement on Form S-3:
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Direct Stock Purchase and Dividend Reinvestment
Plan
Ladies and Gentlemen:
We have served as Maryland counsel to Redwood
Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to
the registration by the Company of 6,277,971 shares (the “Shares”) of common stock, $.01 par value per share, of the
Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the
“Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Shares may be issued from time to time pursuant
to the Redwood Trust, Inc. Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”), as described under the
heading “The Plan” in the Prospectus Supplement (as defined herein).
In connection with our representation of the
Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1.
The Registration Statement and the related form of prospectus included therein;
2.
The Prospectus Supplement, dated May 9, 2019 (the “Prospectus Supplement”), relating to the Plan, filed by the
Company with the Commission pursuant to Rule 424(b) under the Securities Act;
3.
The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of
Maryland (the “SDAT”);
4.
The Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;
Redwood Trust, Inc.
May 9, 2019
Page 2
5.
Resolutions adopted by the Board of Directors of the Company (the “Resolutions”), relating to the authorization
of the Plan and the issuance of the Shares, certified as of the date hereof by an officer of the Company;
6.
A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
7.
A certificate executed by an officer of the Company, dated as of the date hereof; and
8.
Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject
to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below,
we have assumed the following:
1.
Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent
to do so.
2.
Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3.
Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered
each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid,
binding and enforceable in accordance with all stated terms.
4.
All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted
drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.
All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such
Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations,
warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission
of the parties or otherwise.
5.
Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total
number of shares of Common Stock that the Company is then authorized to issue under the Charter. None of the Shares will be issued
in violation of the restrictions on ownership and transfer set forth in Article XI of the Charter.
Redwood Trust, Inc.
May 9, 2019
Page 3
Based upon the foregoing and subject to the
assumptions, limitations and qualifications stated herein, it is our opinion that:
1.
The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland
and is in good standing with the SDAT.
2. The
issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with
the Registration Statement, the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws
of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability
or effect of any federal or state securities laws, including the securities laws of the State of Maryland. To the extent that any
matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland,
we do not express any opinion on such matter.
The opinion expressed herein is limited to
the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume
no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for
submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the filing of the Prospectus
Supplement (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent
to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the
name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required
by Section 7 of the Securities Act.
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Very truly yours,
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/s/ Venable LLP
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Exhibit 5.2
[LETTERHEAD OF VENABLE LLP
May 9, 2019
Redwood Trust, Inc.
One Belvedere Place, Suite 300
Mill Valley, California 94941
Re:
Registration
Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to
Redwood Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law
arising out of the sale and issuance from time to time of shares of Common Stock, $0.01 par value per share (the
“Common Stock”), of the Company having an aggregate offering price of up to $150,000,000, of which shares of
Common Stock having an aggregate offering price of $124,372,697.03 (the “Shares”) remain available for offer and
sale pursuant to the Distribution Agreement (as defined below). The Shares are covered by the above-referenced Registration
Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the
United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended
(the “1933 Act”). The Shares may be issued from time to time in an at-the-market public offering (the
“Offering”) pursuant to a Distribution Agreement, dated as of November 14, 2018, as amended through the date
hereof (as amended, the “Distribution Agreement”), by and among the Company, Wells Fargo Securities, LLC, J.P.
Morgan Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and JMP Securities LLC.
In connection with our representation
of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement and the Prospectus included therein;
2. The
Prospectus Supplement, dated May 9, 2019 (the “Prospectus Supplement”), in the form filed by the Company with the Commission
pursuant to Rule 424(b) under the 1933 Act;
3. The
charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the
“SDAT”);
Redwood Trust, Inc.
May 9, 2019
Page 2
4. The
Amended and Restated Bylaws of the Company, as amended, certified as of the date hereof by an officer of the Company;
5. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
6. Resolutions
adopted by the Board of Directors of the Company, and a duly authorized committee thereof (the “Resolutions”), relating
to, among other things, the authorization of (a) the registration, sale and issuance of the Shares, (b) the execution, delivery
and performance by the Company of the Distribution Agreement and (c) the delegation to designated officers of the Company of the
power to determine the number and price of the Shares and certain other matters in connection with the registration, sale and issuance
of the Shares, subject to the Resolutions, certified as of the date hereof by an officer of the Company;
7. The
Distribution Agreement;
8. A
certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set forth below,
we have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the
Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding
and are enforceable in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts
do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All
Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties,
statements and information contained in the Documents are true and complete. There has been no oral or written modification of
or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission
of the parties or otherwise.
Redwood Trust, Inc.
May 9, 2019
Page 3
5. The
Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company
set forth in Article XI of the Charter.
6. Upon
the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total
number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Based upon the foregoing, and subject to the
assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation duly incorporated and existing under the laws of the State of Maryland and is in good standing with the
SDAT.
2. The
issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with
the Distribution Agreement, the Resolutions, the Registration Statement and the Prospectus Supplement, the Shares will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws
of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability
or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state
laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed
by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is limited to
the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume
no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
Redwood Trust, Inc.
May 9, 2019
Page 4
This opinion is being furnished
to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Offering
(the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to
the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.
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Very truly yours,
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/s/ Venable LLP
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Exhibit 8.1
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355 South Grand Avenue, Suite 100
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Los Angeles, California 90071-1560
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Tel: +1.213.485.1234 Fax: +1.213.891.8763
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www.lw.com
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FIRM / AFFILIATE OFFICES
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Beijing
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Moscow
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Boston
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Munich
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Brussels
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New York
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Century City
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Orange County
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Chicago
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Paris
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May 9, 2019
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Dubai
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Riyadh
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Düsseldorf
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San Diego
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Frankfurt
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San Francisco
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Hamburg
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Seoul
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Hong Kong
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Shanghai
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Houston
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Silicon Valley
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London
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Singapore
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Los Angeles
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Tokyo
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Redwood Trust, Inc.
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Madrid
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Washington, D.C.
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One Belvedere Place, Suite 300
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Milan
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Mill Valley, California 94941
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Re:
Redwood Trust, Inc.
Ladies and Gentlemen:
We have acted as special
tax counsel to Redwood Trust, Inc., a Maryland corporation (“
RWT
”), in connection with the registration
of shares of common stock of RWT issuable under RWT’s Direct Stock Purchase and Dividend Reinvestment Plan, pursuant to a
registration statement on Form S-3 dated May 9, 2019 (such registration statement, together with all exhibits thereto and the documents
incorporated by reference therein, the “
Registration Statement
”) filed by RWT with the Securities and
Exchange Commission (the “
Commission
”) under the Securities Act of 1933, as amended (the “
Act
”),
a prospectus dated May 9, 2019 (the “
Base Prospectus
”) and a prospectus supplement dated May 9, 2019
(the “
Prospectus Supplement
,” and together with the Base Prospectus, the “
Prospectus
”)
filed by RWT with the Commission under the Act.
You have requested
our opinion concerning certain of the federal income tax considerations relating to RWT, including with respect to its election
to be taxed as a real estate investment trust (“
REIT
”). This opinion is based on certain assumptions
and factual representations concerning the business, assets and governing documents of RWT and its subsidiaries as set forth in
the Registration Statement and the Prospectus. We have also been furnished with, and with your consent have relied upon, certain
representations made by RWT and its subsidiaries with respect to certain factual matters through a certificate of an officer of
RWT, dated as of the date hereof (the “
Officer’s Certificate
”).
In our capacity as
special tax counsel to RWT, we have made such legal and factual examinations and inquiries, including an examination of originals
or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for purposes of this opinion. For purposes of our opinion, we have not made an independent
investigation or audit of the facts set forth in the above referenced documents or in the Officer’s Certificate. In particular,
we note that RWT may engage in transactions in connection with which we have not provided legal advice, and have not reviewed,
and of which we may be unaware. Consequently, we have relied on your representation that the facts, statements, representations,
and covenants presented in the above referenced documents and the Officer’s Certificate, or otherwise furnished to us, accurately
and completely describe all material facts relevant to our opinion. In addition, in rendering this opinion we have assumed the
truth and accuracy of all representations and statements made to us that are qualified as to knowledge or belief, without regard
to such qualification. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the
genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic
original documents of all documents submitted to us as copies.
May 9, 2019
Page
2
We are opining herein
only as to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of other federal laws, the laws of any state or other jurisdiction or as to any matters of municipal law
or the laws of any other local agencies within any state.
Based on such facts
and subject to the qualifications, representations, assumptions and limitations set forth herein and in the Registration Statement
and the Prospectus, it is our opinion that:
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1.
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Commencing with RWT’s taxable year ended December 31, 2011, RWT has been organized and has
operated in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986,
as amended (the “
Code
”), and its proposed method of operation will enable RWT to meet the requirements
for qualification and taxation as a REIT under the Code; and
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2.
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The statements set forth in the Base Prospectus and the Prospectus Supplement under the captions
“Material U.S. Federal Income Tax Considerations” and “Supplemental Material U.S. Federal Income Tax Considerations,”
respectively, insofar as they purport to describe or summarize certain provisions of the statutes or regulations referred to therein,
are accurate descriptions or summaries in all material respects.
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No opinion is expressed
as to any matter not discussed herein.
This opinion is rendered
to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This
opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal
Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or
retroactively. Any such change may affect the conclusions stated herein. Also, any variation or difference in the facts from those
set forth in the Registration Statement, the Prospectus or the Officer’s Certificate may affect the conclusions stated herein.
In addition, RWT’s qualification and taxation as a REIT depend upon RWT’s ability to meet the various qualification
tests imposed under the Code, including through actual annual operating results, asset composition, distribution levels and diversity
of stock ownership, the results of which have not been and will not be reviewed by Latham & Watkins LLP. Accordingly, no assurance
can be given that the actual results of RWT’s operation for any particular taxable year will satisfy such requirements. In
addition, the opinion set forth above does not foreclose the possibility that RWT may have to pay a deficiency dividend, or an
excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
May 9, 2019
Page
3
This opinion is rendered only to you and
is solely for your benefit in connection with the Prospectus upon the understanding that we are not hereby assuming professional
responsibility to any other person whatsoever. This opinion may not be relied upon by you for any other purpose, or furnished to,
assigned to, quoted to or relied upon by any other person, firm or other entity for any purpose without our prior written consent,
which may be granted or withheld in our sole discretion, provided that this opinion may be relied upon by persons entitled to rely
on it pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this
opinion as an exhibit to the Prospectus and to the reference to our firm name in the Prospectus under the captions “Material
U.S. Federal Income Tax Considerations” and “Legal Matters.” In giving this consent, we do not hereby admit that
we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission
promulgated thereunder.
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Very truly yours,
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/s/ Latham & Watkins LLP
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