[LETTERHEAD OF THACHER PROFFITT & WOOD LLP[
May 28, 2004
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. UBS Securities LLC
1401 Dove Street 1285 Avenue of the Americas, 11th Floor
Newport Beach, California 92660 New York, New York 10019
Countrywide Securities Corporation
4500 Park Granada
Calabasas, California 91302
Opinion: Underwriting Agreement (Tax)
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2004-2
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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
May 1, 2004 (the "Seller Sale Agreement"), among the Seller, the Depositor and
IMH, (ii) the Pooling and Servicing Agreement, dated as of May 1, 2004 (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 2004-2 (collectively, the "Certificates"),
(iii) the Underwriting Agreement, dated May 26, 2004 (the "Underwriting
Agreement"), among the Seller, the Depositor, IMH, Countrywide Securities
Corporation ("Countrywide") and UBS Securities LLC ("UBS", and together with
Countrywide, the "Underwriters") pursuant to which certain Certificates were
sold, (iv) the Purchase Agreement, dated May 28, 2004 (the "Purchase
Agreement"), among the Seller, the Depositor, IMH and Countrywide (the
"Purchaser") pursuant to which certain Certificates were sold (the
"Certificates"), (v) the Prospectus Supplement, dated May 26, 2004 (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
May 28, 2004 (the "Private Placement Memorandum"). The Seller Sale 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
Impac Secured Assets Corp., Series 2004-2 Page 2
May 28, 2004
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, with your permission 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 or
tax 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 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
Impac Secured Assets Corp., Series 2004-2 Page 3
May 28, 2004
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 under the heading
"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 within the meaning of the Code on the date hereof,
each of REMIC 1 and REMIC 2 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 and the Class R-1 Interest will
constitute the sole class of "residual interests" in REMIC 1, each
class of Publicly Offered Certificates, the Class C Certificates and
the Class P Certificates will represent ownership of "regular
interests" in REMIC 2 and will generally be treated as debt instruments
of REMIC 2 and the Class R-2 Interest will constitute the sole class of
"residual interests" in REMIC 2.
Impac Secured Assets Corp., Series 2004-2 Page 4
May 28, 2004
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 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 LLP