CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
issued our reports dated February 25, 2009, with respect to the consolidated
financial statements and internal control over financial reporting included in
the Annual Report of Redwood Trust, Inc. and subsidiaries on Form 10-K for the
year ended December 31, 2008 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, California
November
4, 2009