EXHIBIT
23
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
issued our reports dated February 25, 2010, with respect to the consolidated
financial statements and internal control over financial reporting, included in
the Annual Report of Redwood Trust, Inc. on Form 10-K/A for the year ended
December 31, 2009. We hereby consent to the incorporation by
reference of said reports in the Registration Statements of Redwood Trust, Inc.
on Forms S-3 (File Nos. 333-120762, effective December 9, 2004; 333-122427,
effective February 11, 2005; and 333-147604, effective November 23, 2007) and on
Forms S-8 (File Nos. 333-90592, effective June 17,2002; 333-89302, effective May
29, 2002; 333-116395, effective June 10, 2004; 333-136497, effective August 10,
2006; 333-155154, effective November 6, 2008; and 333-162893 effective November
5, 2009).
/s/ GRANT
THORNTON LLP
San
Francisco, CA
February
26, 2010