EXHIBIT 8.1
February 26, 2003
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2003-1
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Ladies and Gentlemen:
We have represented Impac Secured Assets Corp. (the "Depositor"), Impac
Funding Corporation (the "Seller") and Impac Mortgage Holdings, Inc. ("IMH") in
connection with (i) the Mortgage Loan Purchase Agreement, dated as of February
1, 2003 (the "Mortgage Loan Purchase Agreement"), among the Seller, the
Depositor and IMH, (ii) the Pooling and Servicing Agreement, dated as of
February 1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor,
the Seller (in such capacity, the "Master Servicer") and Deutsche Bank National
Trust Company (the "Trustee") and the certificates issued pursuant thereto
designated as Mortgage Pass-Through Certificates, Series 2003-1 (collectively,
the "Certificates"), (iii) the Underwriting Agreement, dated February 25, 2003
(the "Underwriting Agreement"), among the Depositor, the Seller, IMH, and Bear,
Stearns & Co. Inc. (the "Underwriter") pursuant to which certain Certificates
were sold (the "Underwritten Certificates"), (iv) the Purchase Agreement, dated
February 28, 2003 (the "Purchase Agreement"), among the Depositor, the Seller,
IMH and the Underwriter (the "Purchaser") pursuant to which certain Certificates
were sold (the "Purchased Certificates"), (v) the Prospectus Supplement, dated
February 25, 2003 (the "Prospectus Supplement") and the Base Prospectus to which
it relates, dated February 25, 2003 (the "Base Prospectus"; together with the
Prospectus Supplement, the "Prospectus") and (vi) the Private Placement
Memorandum, dated February 28, 2003 (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.
Impac Secured Assets Corp., Series 2003-1 Page 2.
February 28, 2003
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, REMIC 2 and REMIC 3
will qualify as a REMIC within the meaning of the REMIC Provisions of the Code,
the Class R-l Interest will constitute the sole class of "residual interests" in
REMIC 1 and 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 3 and
will generally be treated as debt instruments of REMIC 3 and the Class R-3
Interest will constitute the sole class of "residual interests" in REMIC 3,
within the meaning of the REMIC Provisions in effect on the date hereof.
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 2003-1 Page 3.
February 28, 2003
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. We assume no obligation
to revise, supplement or withdraw this opinion letter, or otherwise inform any
addressee hereof, or other person or entity entitled to rely hereon, with
respect to any change occurring subsequent to the delivery hereof in any
applicable fact or law or any judicial or administrative interpretation thereof,
even though such change may affect a legal analysis or conclusion contained
herein. In addition, no attorney-client relationship exists or has existed by
reason of this opinion letter between our firm and any addressee hereof or other
person or entity entitled to rely hereon except for any addressee that is
identified in the first paragraph hereof as a person or entity for which we have
acted as counsel in rendering this opinion letter. In permitting reliance hereon
by any person or entity other than an addressee for which we have acted as
counsel, we are not acting as counsel for such other person or entity and have
assumed and are assuming no responsibility to advise such other person or entity
with respect to the adequacy of this opinion letter for its purposes.
Very truly yours,
/s/ Thacher Proffitt & Wood