Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We
hereby
consent to the incorporation by reference in the Registration Statements on
Forms S-3 (Nos. 333-120762 and 333-122427) and on Forms S-8 (Nos. 333-116395,
333-90592, 333-89302, and 333-136497) of Redwood Trust, Inc. of our report
dated
March 14, 2005 relating to the financial statements, which appear in this
Form 10-K.
PricewaterhouseCoopers
LLP
San
Francisco, California
February 19,
2007