EXHIBIT
December 21, 2001
Impac Secured Assets Corp. MBIA Insurance Corporation
1401 Dove Street 113 King Street
Newport Beach, California 92660 Armonk, New York 10504
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2001-8
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Ladies and Gentlemen:
We have acted as counsel to Impac Secured Assets Corp. (the "Company"),
Impac Funding Corporation (the "Seller") and Impac Mortgage Holdings, Inc.
("IMH") in connection with (i) the Mortgage Loan Purchase Agreement, dated as of
December 1, 2001 (the "Mortgage Loan Purchase Agreement"), among the Seller, the
Company and IMH, (ii) the Pooling and Servicing Agreement, dated as of December
1, 2001 (the "Pooling and Servicing Agreement"), among the Company, the
Impac Secured Assets corp., Series 2001-8 Page 2
December 21, 2001
Seller (in such capacity, the "Master Servicer") and Bankers Trust Company of
California, N.A. (the "Trustee") and the certificates issued pursuant thereto
designated as Mortgage Pass-Through Certificates, Series 2001-8 (collectively,
the "Certificates"), (iii) the Underwriting Agreement, dated December 20, 2001
(the "Underwriting Agreement"), among the Company, the Seller, IMH, Countrywide
Securities Corporation (the "Underwriter") pursuant to which certain
Certificates were sold (the "Underwritten Certificates"), (iv) the Purchase
Agreement, dated December 21, 2001 (the "Purchase Agreement"), among the
Company, the Seller, IMH and the Underwriter (the "Purchaser") pursuant to which
certain Certificates were sold (the "Purchased Certificates"), (v) the
Prospectus Supplement, dated December 20, 2001 (the "Prospectus Supplement") and
the Base Prospectus to which it relates, dated September 25, 2001 (the "Base
Prospectus"; together with the Prospectus Supplement, the "Prospectus") and (vi)
the Private Placement Memorandum, dated December 21, 2001 (the "Private
Placement Memorandum"). The Mortgage Loan Purchase Agreement, the Pooling and
Servicing Agreement, the Underwriting Agreement and the Purchase Agreement are
collectively referred to herein as the "Agreements." Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.
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 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.
Assuming compliance with the provisions of the Pooling and Servicing
Agreement, for federal income tax purposes, each of REMIC 1 and REMIC 2 will
qualify as a real estate mortgage investment conduit ("REMIC") within the
meaning of the Internal Revenue Code of 1986 (the "Code"), the Class R-1
Interest will constitute the sole class of "residual interests" in REMIC 1, the
Class R-2 Interest will constitute the sole class of "residual interests" in
REMIC 2, each class of Certificates (other than the Class R Certificates) will
represent ownership of "regular interests" in REMIC 2 and will generally be
treated as debt instruments of REMIC 2, within the meaning of the Code in effect
on the date hereof.
Impac Secured Assets corp., Series 2001-8 Page 3
December 21, 2001
The opinions set forth herein are based upon the existing provisions of
the Code and Treasury regulations issued or proposed thereunder, published
Revenue Rulings and releases of the Internal Revenue Service and existing case
law, any of which could be changed at any time. Any such changes may be
retroactive in application and could modify the legal conclusions upon which
such opinions are based. The opinions expressed herein are limited as described
above, and we do not express an opinion on any other legal or income tax aspect
of the transactions contemplated by the documents relating to the transaction.
Impac Secured Assets corp., Series 2001-8 Page 4
December 21, 2001
This opinion letter is rendered for the sole benefit of the addressee
hereof, and no other person or entity is entitled to rely hereon. Copies of this
opinion letter may not be made available, and this opinion letter may not be
quoted or referred to in any other document made available, to any other person
or entity except to (i) any applicable rating agency, institution providing
credit enhancement or liquidity support or governmental authority, (ii) any
accountant or attorney for any person or entity entitled hereunder to rely
hereon or to whom or which this opinion letter may be made available as provided
herein and (iii) as otherwise required by law. We consent to the filing of this
opinion letter as an exhibit to the Company's Form 8-K.
Very truly yours,
/s/ Thacher Proffitt & Wood
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