EXHIBIT 8.1


                     [Letterhead of Chapman and Cutler LLP]


                                                                January 28, 2004



Sequoia Mortgage Funding Corporation
One Belvedere Place
Suite 320
Mill Valley, CA 94941

Sequoia Residential Funding, Inc.
One Belvedere Place
Suite 330
Mill Valley, CA 94941


        Re: Registration Statement on Form S-3 of Co-Registrants Sequoia
            Mortgage Funding Corporation and Sequoia Residential Funding, Inc.


Ladies and Gentlemen:

        We have acted as your special tax counsel and have assisted in the
preparation of the tax summary for the Registration Statement on Form S-3, dated
January 28, 2004 (the "Registration Statement") which has been filed by Sequoia
Mortgage Funding Corporation and Sequoia Residential Funding, Inc., as
Co-Registrants (together, the "Co-Registrants" and each a "Co-Registrant") with
the Securities and Exchange Commission the (the "SEC") in connection with the
registration of certain asset-backed securities (issuable in series) (the
"Securities"). Each series of Securities will be issued pursuant to a separate
indenture, pooling and servicing agreement or trust agreement and the Securities
issued thereunder will be substantially in the form of one of the forms filed as
an exhibit to the Registration Statement (such indentures, pooling and servicing
agreements and trust agreements, the "Form Agreements"). You have requested our
opinion regarding certain descriptions of federal income tax consequences
contained in the prospectus and the forms of prospectus supplements to be used
in connection with offers and sales of the Securities (the "Prospectus" and
"Form Prospectus Supplements", respectively).

        In formulating our opinions, we have reviewed (i) the Registration
Statement and the related Prospectus and Form Prospectus Supplements filed with
the SEC on the date hereof , (ii) the forms of the Securities, (iii) the Form
Agreements and such other transaction documents as we have considered necessary,
and (iv) the Restated Certificates of Incorporation and other organizational
documents of the Co-Registrants, as amended and supplemented to date, and such
resolutions, certificates, records, and other documents provided by the
Co-Registrants as we have deemed necessary or appropriate as a basis for the
opinions set forth below.




        In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or other copies, and the
authenticity of the originals of such copies.

        In rendering our opinions, we have assumed that the transactions
described in or contemplated by the foregoing documents have been or will be
consummated in accordance with such operative documents, and that such documents
accurately reflect the material facts of such transactions. Our opinion is also
based on the Internal Revenue Code of 1986, as amended, administrative rulings,
judicial decisions, Treasury regulations and other applicable authorities. The
statutory provisions, regulations, and interpretations on which our opinion is
based are subject to change, possibly retroactively. In addition, there can be
no complete assurance that the Internal Revenue Service will not take positions
contrary to those stated in our opinion.

        Based on the foregoing, we are of the opinion that the statements set
forth under the caption "Federal Income Tax Consequences" in the Prospectus and
Form Prospectus Supplements, to the extent that they constitute matters of law
or legal conclusions regarding Federal income tax law, are correct in all
material respects. We note that each Form Prospectus Supplement relates to a
specific type of transaction and that the above referenced description of
"Federal Income Tax Consequences" may, under certain circumstances, require
modification when actual transactions are done.

        Other than as stated above, we express no opinion on any issue relating
to the Company or any series of Securities or under any law other than the
federal income tax laws.

        We are furnishing this opinion to you solely in connection with the
filing of the Registration Statement and it is not to be relied upon, used,
circulated, quoted or otherwise referred to for any other purpose without our
express written permission.

        We hereby consent to the filing of this letter as Exhibit 8.1 to the
Registration Statement and to and to its incorporation by reference as an
exhibit to the Registration Statement. In giving our consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations promulgated thereunder.


                                Very truly yours,


                                /s/ Chapman and Cutler LLP