EXHIBIT 8.1

                      OPINION OF MUNGER, TOLLES & OLSON LLP
                            AS TO CERTAIN TAX MATTERS

                                  March 5, 2003

Countrywide Home Loans, Inc.
Countrywide Financial Corporation
4500 Park Granada
Calabasas, CA 91302

Ladies and Gentlemen:

      We have acted as your special counsel in connection with the Prospectus
Supplement dated March __, 2003 (the "Prospectus Supplement") to the Prospectus
dated March __, 2003, included in your Registration Statement on Form S-3 (File
Nos. ___________, ________-01, ________-02 and ________-03) (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
being filed today with the Securities and Exchange Commission, with respect to
the public offering from time to time of Medium-Term Notes, Series L, of
Countrywide Home Loans, Inc. (the "Notes").

      We hereby confirm, based on the assumptions and subject to the
qualifications and limitations set forth therein, that the statements in the
section of the Prospectus Supplement captioned "Certain Federal Income Tax
Consequences," to the extent that such statements constitute statements of law,
reflect our opinion regarding the material federal income tax consequences of
the purchase, ownership and disposition of the Notes. No opinion is expressed on
matters other than those specifically referred to herein.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and reference to our opinion
under the heading "Validity of Notes" in the Prospectus Supplement. In giving
this consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.

                                               Very truly yours,


                                               /s/ MUNGER, TOLLES & OLSON LLP