EXHIBIT 8.1
June 30, 2003
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2003-2
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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 June 1,
2003 (the "Mortgage Loan Purchase Agreement"), among the Seller, the Depositor
and IMH, (ii) the Pooling and Servicing Agreement, dated as of June 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 2003-2 (collectively, the "Certificates"),
(iii) the Underwriting Agreement, dated June 26, 2003 (the "Underwriting
Agreement"), among the Depositor, the Seller, IMH, and UBS Securities LLC (the
"Underwriter") pursuant to which certain Certificates were sold (the
"Underwritten Certificates"), (iv) the Purchase Agreement, dated June 30, 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 June 26,
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
June 30, 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 2003-2 Page 2.
June 30, 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, and are relying thereon without
independent investigation (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.
This opinion letter is based solely upon our review of the documents
referred to herein. We have conducted no independent investigation with respect
to the facts contained in such documents and relied upon in rendering this
opinion letter. We also note that we do not represent any of the parties to the
transactions to which this opinion letter relates or any of their affiliates in
connection with matters other than certain transactions. However, the attorneys
in this firm who are directly involved in the representation of parties to the
transactions to which this opinion letter relates have no actual present
knowledge of the inaccuracy of any fact relied upon in rendering this opinion
letter.
In rendering this opinion letter, we do not express any opinion concerning
any law other than the federal income tax laws of the United States, including
without limitation the Internal Revenue Code (the "Code") applicable to a real
estate mortgage investment conduit ("REMIC"). 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.
The opinions set forth below are based upon the existing provisions of
applicable law and regulations issued or proposed thereunder, published rulings
and releases of applicable agencies or other government bodies and existing case
law, any of which or the effect of any of which could change 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 below, and we do not express any 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 2003-2 Page 3.
June 30, 2003
Based upon and subject to the foregoing, it is our opinion that:
1. The statements made in the Prospectus Supplement and the Private Placement
Memorandum under the heading "Certain Federal Income Tax Consequences", to
the extent that they constitute matters of law or legal conclusions with
respect thereto, while not purporting to discuss all possible consequences
of investment in the Certificates offered thereby, are correct in all
material respects with respect to those consequences or matters that are
discussed therein.
2. Assuming the accuracy of and compliance with the factual representations,
covenants and other provisions of the Agreements without any waiver or
modification thereof, for United States federal income tax purposes, each
of REMIC I and REMIC II will qualify as a REMIC within the meaning of the
Code, the REMIC I Regular Interests will represent ownership of the
"regular interests" in REMIC I, the Class R Certificates will constitute
the sole class of "residual interests" in REMIC I, each class of Offered
Certificates will represent ownership of "regular interests" in REMIC II
and will generally be treated as debt instruments of REMIC II and the Class
R Certificates will constitute the sole class of "residual interests" in
REMIC II, within the meaning of the Code in effect on the date hereof.
This opinion letter is rendered for the sole benefit of each addressee
hereof with respect to the matters specifically addressed herein, 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 (i)
to any applicable rating agency, institution providing credit enhancement or
liquidity support or governmental authority, (ii) to 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, (iii) to any and
all persons, without limitation, in connection with the disclosure of the tax
treatment and tax structure of this transaction (as defined in Treasury
regulation section 1.6011-4) and (iv) as otherwise required by law; provided
that none of the foregoing is entitled to rely hereon unless an addressee
hereof. We assume no obligation to revise, supplement or withdraw this opinion
letter, or otherwise inform any addressee hereof or other person or entity, 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 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
Impac Secured Assets Corp., Series 2003-2 Page 4.
June 30, 2003
entity and have assumed and are not assuming any 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