Exhibits 5.1, 8.1, 23.1
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July 31, 2001
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, a master servicer to
be identified in the prospectus supplement for such series of Certificates and a
trustee 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 to be identified
in the prospectus supplement for such series of Notes and an issuer to be
formed, to be identified in the prospectus supplement for such series of Notes.
Each Pooling and Servicing Agreement and Indenture will be 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
Impac Secured Assets Corp. Page 2.
July 31, 2001
public officials. In rendering this opinion letter, except for the matters that
are specifically 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, except for the matters that are
specifically addressed in the opinions expressed below, 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.
In rendering this opinion letter, any opinion expressed herein with
respect to the enforceability of any right or obligation is 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, and (ii) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors or
any secured parties, as to which laws we express no opinion herein.
In rendering this opinion letter, we do not express any opinion
concerning any law other than the federal laws of the United States and the laws
of the State of New York and the General Corporation Law of the State of
Delaware. We do not express any opinion herein with respect to the securities
laws of any jurisdiction or any matter not specifically addressed in the
opinions expressed below.
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.
Impac Secured Assets Corp. Page 3.
July 31, 2001
3. Each Pooling and Servicing Agreement, 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.
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