EXHIBIT 8.1
July 31, 2003
Impac Secured Assets Corp. Impac Funding Corporation
1401 Dove Street 1401 Dove Street
Newport Beach, California 92660 Newport Beach, California 92660
Impac Mortgage Holdings, Inc. Deutsche Bank National Trust Company
1401 Dove Street 1761 East St. Andrews Place
Newport Beach, California 92660 Santa Ana, California 92705-4934
Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York 10179
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2003-3
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Ladies and Gentlemen:
We have acted as counsel to Impac Funding Corporation (the "Seller"),
Impac Secured Assets Corp. (the "Depositor") and Impac Mortgage Holdings, Inc.
("IMH") in connection with (i) the Mortgage Loan Purchase Agreement, dated as of
July 1, 2003 (the "Mortgage Loan Purchase Agreement"), among the Seller, the
Depositor and IMH, (ii) the Pooling and Servicing Agreement, dated as of July 1,
2003 (the "Pooling and Servicing Agreement"), among the Seller (in such
capacity, the "Master Servicer"), the Depositor and Deutsche Bank National Trust
Company (the "Trustee"), and the certificates issued pursuant thereto designated
as Mortgage Pass-Through Certificates, Series 2003-3 (collectively, the
"Certificates"), (iii) the Underwriting Agreement, dated July 29, 2003 (the
"Underwriting Agreement"), among the Seller, the Depositor, IMH and Bear,
Stearns & Co. Inc. (the "Underwriter") pursuant to which certain Certificates
were sold (the "Underwritten Certificates"), (iv) the Purchase Agreement, dated
July 31, 2003 (the "Purchase Agreement"), among the Seller, the Depositor, IMH
and the Underwriter (the "Purchaser") pursuant to which certain Certificates
were sold (the "Privately Offered Certificates"), (v) the Prospectus Supplement,
dated July 29, 2003 (the "Prospectus Supplement") and the Base Prospectus to
which it relates, dated February 25, 2003 (the "Base Prospectus"; together with
the Prospectus Supplement,
Impac Secured Assets Corp., Series 2003-3 Page 2.
July 31, 2003
the "Prospectus") and (vi) the Private Placement Memorandum, dated July 31, 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.
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 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 laws
of any jurisdiction.
The tax 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
Impac Secured Assets Corp., Series 2003-3 Page 3.
July 31, 2003
other governmental 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.
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 1, REMIC 2 and REMIC 3 will qualify
as a REMIC within the meaning of the Code, the REMIC 1 Regular
Interests will represent ownership of the "regular interests" in REMIC
1, the Class R-1 Interest will constitute the sole class of "residual
interests" in REMIC 1, the REMIC 2 Regular Interests will represent
ownership of the "regular interests" in REMIC 2, the Class R-2 Interest
will constitute the sole class of "residual interests" in REMIC 2, each
class of Offered Certificates, the Class C Certificates & the Class P
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 Certificates will constitute the sole class of "residual
interests" in REMIC 3, 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 the 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
Impac Secured Assets Corp., Series 2003-3 Page 4.
July 31, 2003
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 such an addressee for which
we have acted as counsel, we are not acting as counsel for such other person or
entity and have not 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