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): July
2, 2008
REDWOOD
TRUST, INC.
(Exact
name of registrant as specified in its charter)
|
Maryland
(State
or other jurisdiction
of
incorporation)
|
1-13759
(Commission
File
Number)
|
68-0329422
(IRS
Employer
Identification
No.)
|
One
Belvedere Place, Suite 300
Mill
Valley, California 94941
(Address
of principal executive offices) (Zip Code)
(415)
389-7373
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On
July
2, 2008, we filed with the Securities and Exchange Commission prospectus
supplement no. 2 to the prospectus dated November 23, 2007 contained in
our
registration statement on Form S-3 (File No. 333-147604). Prospectus supplement
no. 2 was filed in connection with our Direct Stock Purchase and Dividend
Reinvestment Plan under which we are offering an additional 10,000,000
shares of
our common stock. Including the 10,000,000 shares of our common stock offered
under prospectus supplement no. 2, as of July 2, 2008, there are an aggregate
15,035,352 shares of our common stock available for future sale under the
Plan.
In
connection with the filing of prospectus supplement no. 2, we are filing
as
Exhibit 5.1 hereto an opinion of our counsel, Venable LLP, regarding the
validity of the securities being registered. Additionally, in connection
with
the filing of prospectus supplement no. 2, we are filing as Exhibit 8.1 hereto
an opinion of our counsel, Chapman and Cutler LLP, with respect to tax matters.
| Item
9.01. |
Financial
Statements and Exhibits.
|
| 5.1 |
Opinion
of Venable LLP.
|
| 8.1 |
Opinion
of Chapman and Cutler LLP.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
REDWOOD
TRUST, INC. |
|
|
|
| Dated: July 2, 2008 |
By: |
/s/ Harold
Zagunis |
| |
Harold
Zagunis |
| |
Managing
Director |
Exhibit
Index
| 5.1 |
Opinion
of Venable LLP.
|
| 8.1 |
Opinion
of Chapman and Cutler LLP.
|