Exhibits 5.1, 8.1, 23.1
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March 21, 2000
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates
Mortgage-Backed Notes
Registration Statement on Form S-3
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Ladies and Gentlemen:
We are counsel to Impac Secured Assets Corp., a Delaware corporation
(the "Registrant"), in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of Mortgage Pass-Through Certificates
("Certificates") and Mortgage-Backed Notes ("Notes"; collectively with
Certificates, "Securities"), and the related preparation and filing of the
Registration Statement on Form S-3 as an Exhibit to which this opinion letter is
being filed (the "Registration Statement"). The Certificates are issuable in
series under separate pooling and servicing agreements (each such agreement, a
"Pooling and Servicing Agreement"), among the Registrant and a master servicer
and a trustee, each to be identified in the prospectus supplement for such
series of Certificates. The Notes are issuable in series under separate
indentures (each such indenture, an "Indenture"), between an indenture trustee
and an issuer to be formed, each to be identified in the prospectus supplement
for such series of Notes. Each Pooling and Servicing Agreement and Indenture is
substantially in the form filed as an Exhibit to the Registration Statement.
In rendering this opinion letter, as to relevant factual matters we
have examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically
Impac Secured Assets Corp. Page 2.
March 21, 2000
addressed in the opinions expressed below, we have assumed (i) the authenticity
of all documents submitted to us as originals or as copies thereof, and the
conformity to the originals of all documents submitted to us as copies, (ii) the
necessary entity formation and continuing existence in the jurisdiction of
formation, and the necessary licensing and qualification in all jurisdictions,
of all parties to all documents, (iii) the necessary authorization, execution,
delivery and enforceability of all documents, and the necessary entity power
with respect thereto, and (iv) that there is not any other agreement that
modifies or supplements the agreements expressed in any document to which this
opinion letter relates and that renders any of the opinions expressed below
inconsistent with such document as so modified or supplemented. In rendering
this opinion letter, we have made no inquiry, have conducted no investigation
and assume no responsibility with respect to (a) the accuracy of and compliance
by the parties thereto with the representations, warranties and covenants as to
factual matters contained in any document or (b) the conformity of the
underlying assets and related documents to the requirements of any agreement to
which this opinion letter relates.
The opinions expressed below with respect to the enforceability of
any right or obligation under any agreement are subject to (i) general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
and injunctive relief, regardless of whether considered in a proceeding in
equity or at law, (ii) the effect of certain laws, regulations and judicial and
other decisions upon the availability and enforceability of certain remedies
including the remedies of specific performance and self-help and provisions
purporting to waive the obligation of good faith, materiality, fair dealing,
diligence, reasonableness or objection to venue or forum, to confer subject
matter jurisdiction on a federal court located within the State of New York to
adjudicate any controversy in any situation in which such court would not have
subject matter jurisdiction, to waive the right to jury trial, to impose a
penalty or forfeiture, to release, exculpate or exempt a party from, to require
indemnification of a party for, liability for its own action or inaction to the
extent that the action or inaction includes negligence, recklessness or willful
or unlawful conduct, to sever any provision of any agreement, to restrict access
to legal or equitable remedies, to establish evidentiary standards, to appoint
any person or entity as the attorney-in-fact of any other person or entity, to
require that any agreement may only be amended, modified or waived in writing,
to provide that all rights or remedies of any party are cumulative and may be
enforced in addition to any other right or remedy, to provide that the election
of a particular remedy does not preclude recourse to one or more remedies, to
provide that the failure to exercise or the delay in exercising rights or
remedies will not operate as a waiver of any such rights or remedies, to waive
rights or remedies which can not be waived as a matter of law, to provide for
set-off unless there is mutuality between the parties or to provide that any
agreement is to be governed by or construed in accordance with the laws of any
jurisdiction other than the State of New York, (iii) bankruptcy, insolvency,
receivership, reorganization, liquidation, voidable preference, fraudulent
conveyance and transfer, moratorium and other similar laws affecting the rights
of creditors or secured parties and (iv) public policy considerations underlying
the securities laws, to the extent that such public policy considerations limit
the enforceability of any provision of any agreement
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March 21, 2000
which purports or is construed to provide indemnification with respect to
securities law violations. We do not express any opinion herein with respect to
any law the violation of which would not have any material adverse effect on the
ability of any party to perform its obligations under any agreement. However,
the non-enforceability of any such provisions will not, taken as a whole,
materially interfere with the practical realization of the benefits of the
rights and remedies included in any such agreement which is the subject of any
opinion expressed below, except for the considerations referred to in foregoing
clause (iv) and the consequences of any judicial, administrative, procedural or
other delay which may be imposed by, relate to or arise from applicable laws,
equitable principles and interpretations thereof. Wherever we indicate that our
opinion with respect to the existence or absence of facts is based on our
knowledge, our opinion is based solely on the actual present knowledge of the
attorneys in this firm who are directly involved in the representation of
parties to the transactions described herein in connection therewith. In that
regard we have conducted no special or independent investigation of factual
matters in connection with this opinion letter.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States including
without limitation the Securities Act of 1933, as amended (the "1933 Act") and
Sections 860A through 860G (the "REMIC Provisions") of the Internal Revenue Code
of 1986 (the "Code") applicable to a real estate mortgage investment conduit
("REMIC") and applicable regulations thereunder and current judicial and
administrative authority with respect thereto and the laws of the State of New
York. We do not express any opinion herein with respect to any matter not
specifically addressed in the opinions expressed below, including without
limitation (i) any statute, regulation or provision of law of any county,
municipality or other political subdivision or any agency or instrumentality
thereof or (ii) the securities or tax laws of any jurisdiction.
Based upon and subject to the foregoing, it is our opinion that:
1. Each Indenture, assuming the authorization, execution and
delivery thereof by the parties thereto, will be a valid and
legally binding agreement under the laws of the State of New
York, enforceable thereunder against the parties thereto in
accordance with its terms.
2. Each series of Notes, assuming the authorization, execution
and authentication thereof in accordance with the Indenture
and the delivery thereof and payment therefor as
contemplated in the Registration Statement and the
prospectus delivered in connection therewith, will be
legally and validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of the
Indenture.
3. Each Pooling and Servicing Agreement, assuming the
authorization, execution and delivery thereof by the parties
thereto, will be a valid and legally binding
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March 21, 2000
agreement under the laws of the State of New York,
enforceable thereunder against the parties thereto in
accordance with its terms.
4. Each series of Certificates, assuming the authorization,
execution and delivery of the related Pooling and Servicing
Agreement, the execution and authentication of such
Certificates in accordance with that Pooling and Servicing
Agreement and the delivery and payment therefor as
contemplated in the Registration Statement and the
prospectus supplement and the prospectus contained therein
delivered in connection therewith, will be legally and
validly issued and outstanding, fully paid and
non-assessable and entitled to the benefits of that Pooling
and Servicing Agreement.
5. The description of federal income tax consequences appearing
under the heading "Federal Income Tax Consequences" in the
prospectus contained in the Registration Statement, while
not purporting to discuss all possible federal income tax
consequences of an investment in the Certificates, is
accurate with respect to those tax consequences which are
discussed, and we hereby adopt and confirm that description
as our opinion.
We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the headings
"Federal Income Tax Consequences" and "Legal Matters", without admitting that we
are "persons" within the meaning of Section 7(a) or 11(a)(4) of the 1933 Act, or
"experts" within the meaning of Section 11 thereof, with respect to any portion
of the Registration Statement.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/Thacher Proffitt & Wood