Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated March 4, 2008, accompanying the consolidated financial
statements of Redwood Trust, Inc. and subsidiaries and internal control over
financial reporting included in the Annual Report on Form 10-K for the year
ended December 31, 2007 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
/s/
Grant
Thornton LLP
San
Francisco, CA
November
4, 2008