Exhibits 5.1, 8.1, 23.1
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March 1, 2004
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 have acted as special 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 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
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March 1, 2004
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, (ii) bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, fraudulent conveyance and
transfer, moratorium and other similar laws affecting the rights of creditors
and secured parties, as to which laws we express no opinion herein, (iii) the
effect of certain laws, regulations and judicial and other decisions upon the
availability and enforceability of certain remedies including the remedies of
specific performance and self-help and provisions purporting to waive the
obligation of good faith, materiality, fair dealing, diligence, reasonableness
or objection and (iv) public policy considerations, to the extent that such
public policy considerations limit the enforceability of any provision of any
agreement which purports or is construed to provide indemnification with respect
to securities law violations.
In rendering this opinion letter, we do not express any opinion
concerning any laws 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 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 law of any jurisdiction.
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
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March 1, 2004
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 prospectus supplement 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.
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 prospectus supplement 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 "Certain 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
"Certain 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,
/s/ Thacher Proffitt & Wood