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 on Form 10-K for the year ended December 31, 2009 (as amended
by Amendment No. 1 on Form 10-K/A) of Redwood Trust, Inc. and subsidiaries,
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, California
August 6,
2010