EXHIBIT 8.2

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

                                 April 11, 2003

Countrywide Financial Corporation
Countrywide Capital IV
4500 Park Granada
Calabasas, CA 91302

Ladies and Gentlemen:

                  We have acted as tax counsel to Countrywide Financial
Corporation, a Delaware corporation (the "Company"), and Countrywide Capital IV,
a Delaware statutory trust (the "Trust"), in connection with the issuance by the
Trust of 20,000,000 of its 6.75% Trust Preferred Securities having an aggregate
liquidation amount equal to $500,000,000 (the "Trust Preferred Securities"), as
described in that certain prospectus dated March 20, 2003, relating to the Trust
Preferred Securities (the "Prospectus"), as supplemented by that certain
prospectus supplement, dated April 4, 2003, relating to the Trust Preferred
Securities (the "Prospectus Supplement"). The Trust Preferred Securities will
represent beneficial ownership interests in the assets of the Trust, which will
consist of the Company's 6.75% Junior Subordinated Deferrable Interest Debenture
due April 1, 2033 (the "Subordinated Debentures"). This opinion is being
provided to you in accordance with the requirements of Item 601(b)(8) of
Regulation S-K under the Securities Act of 1933.

                  In rendering our opinion set forth below, we have made such
legal and factual examinations and inquiries and obtained such advice,
assurances and certificates as we have deemed necessary and advisable under the
circumstances, including, but not limited to, a review of the Registration
Statement on Form S-3 (File No. 333-103623) and pre-effective amendment number 1
thereto covering the registration under the Securities Act of 1933, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder, of the securities described therein, including the Trust Preferred
Securities and the Subordinated Debentures, as well as the Prospectus and
Prospectus Supplement thereunder and other forms of documents, agreements and
certificates filed therewith, and have assumed that the transactions described
in such materials are performed in the manner described therein.

                  In addition, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, judicial decisions and Internal Revenue Service
("Service") rulings, all of which are subject to change, possibly with
retroactive effect. A change in the authorities upon which our opinion is based
could affect our conclusions. There can be no assurances, moreover, that the
opinion expressed herein will be accepted by the Service or, if challenged, by a
court.



                  Based solely upon and subject to the foregoing, we are of the
opinion that:

         (1)  the Subordinated Debentures will be classified as indebtedness of
         the Company for United States federal income tax purposes;

         (2) the Trust will be classified as a grantor trust for United States
         federal income tax purposes and not as an association taxable as a
         corporation; and

         (3) although the discussion in the Prospectus Supplement under the
         caption "United States Federal Income Taxation" does not purport to
         discuss all possible United States federal income tax consequences of
         purchase, ownership and disposition of the Trust Preferred Securities,
         such discussion, insofar as it constitutes a summary of matters of law
         or legal conclusions, and based on the assumptions and subject to the
         qualifications and limitations set forth therein, constitutes an
         accurate summary of the matters discussed therein in all material
         respects.

                  Except as set forth above, we express no opinion to any party
as to the tax consequences, whether federal, state, local or foreign, of the
issuance of the Trust Preferred Securities, the Subordinated Debentures or of
any transaction related to or contemplated by such issuance. We disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law. We hereby consent to
the filing of this opinion as an exhibit to the Company's Current Report on Form
8-K and to references to our firm under the captions "United States Federal
Income Taxation" and "Legal Matters" in the Prospectus Supplement. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.

                                           Very truly yours,

                                           /s/ MUNGER, TOLLES & OLSON LLP