CONSENT
OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM
We
hereby
consent to the incorporation by reference in this Registration Statement on
Forms S-3 of our report dated March 14, 2005 relating to the financial
statements, which appears in Redwood Trust, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2006. We also consent to the references to
us
under the headings “Experts” in such Registration Statement.
/s/
PricewaterhouseCoopers LLP
San
Francisco, California
November
23, 2007