Item 8.01. Other Events.

On September 18, 2020, New Residential Investment Corp. (the "Company") filed with the Securities and Exchange Commission a prospectus supplement (the "Resale Prospectus Supplement") to the prospectus dated August 1, 2019 included in the Company's automatic shelf registration statement on Form S-3ASR (No. 333-232952). The Resale Prospectus Supplement was filed for the purpose of registering the sale from time to time by certain selling stockholders (collectively, the "Selling Stockholders") of up to 43,441,603 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), issuable upon exercise of the warrants of the Company, dated May 19, 2020 or May 27, 2020, as applicable.

The Company will not receive any of the proceeds from the sale of Common Stock by the Selling Stockholders.

In connection with the filing of the Resale Prospectus Supplement, the Company is filing an opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, regarding the legality of the securities being registered, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:



  No.                                    Description

  5.1      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the
           Resale Prospectus Supplement.

  23.1     Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit
           5.1).

  104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.

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