CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated February 19, 2007, accompanying the 2006 and 2005
consolidated financial statements of Redwood Trust, Inc. and subsidiaries and
management’s 2006 assessment of the effectiveness of internal control over
financial reporting included in the Annual Report on Form 10-K for the year
ended December 31, 2006 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports and to the use of our name as it appears
under the caption “Experts”.
/s/
GRANT
THORNTON LLP
San
Francisco, CA
November
23, 2007