[THACHER PROFFITT & WOOD LLP]
December 31, 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. Bear, Stearns & Co. Inc.
1401 Dove Street 383 Madison Avenue
Newport Beach, California 92660 New York, New York 10179
Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Opinion: Underwriting Agreement (Tax)
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2004-4
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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
December 31, 2004 (the "Seller Sale Agreement"), among the Seller, the Depositor
and IMH, (ii) the Pooling and Servicing Agreement, dated as of December 31, 2004
(the "Pooling and Servicing Agreement"), among the Seller (in such capacity, the
"Master Servicer"), the Depositor and Wells Fargo Bank, N.A. (the "Trustee"),
and the certificates issued pursuant thereto designated as Mortgage Pass-Through
Certificates, Series 2004-4 (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated December 29, 2004 (the "Underwriting Agreement"),
among the Seller, the Depositor, IMH and Bear, Stearns & Co. Inc. ("Bear
Stearns"; or the "Underwriter"), (iv) the Prospectus Supplement, dated December
29, 2004 (the "Prospectus Supplement"), and the Prospectus to which it relates,
dated August 30, 2004 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus") and (v) the Custodial Agreement, dated as of
December 31, 2004 (the "Custodial Agreement"), among the Trustee, the Depositor,
the Seller (in such capacity, the "Master Servicer") and Deutsche Bank National
Trust Company (the "Custodian"). The Seller Sale Agreement, the Pooling and
Servicing Agreement, the Underwriting Agreement and the Custodial 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
Opinion: Underwriting Agreement (Tax) Page 2.
Impac Secured Assets Corp., Series 2004-4
December 31, 2004
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, after such consultation with
such other attorneys in this firm as they deemed appropriate, 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 of 1986, as amended (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 transactions contemplated by the
documents relating to the transaction.
Based upon and subject to the foregoing, it is our opinion that:
Opinion: Underwriting Agreement (Tax) Page 3.
Impac Secured Assets Corp., Series 2004-4
December 31, 2004
1. The statements made in the Base Prospectus and the Prospectus
Supplement under the heading "Federal Income Tax
Consequences", to the extent that those statements constitute
matters of law or legal conclusions with respect thereto,
while not purporting to discuss all possible consequences of
investment in the securities to which they relate, 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 in effect on the date hereof, (i) each of REMIC 1,
REMIC 2, REMIC 3 and REMIC 4 will qualify as a REMIC, (ii) 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, (iii) each class of Certificates (other than the
Class C Certificates, Class P Certificates, Class R
Certificates and Class R-X Certificates), the Class C Interest
and the Class P Interest 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,
(iv) the Class C Certificates will represent ownership of a
"regular interest" in REMIC 3 and will generally be treated as
a debt instrument of REMIC 3, and the Class R-3 Interest will
constitute the sole class of "residual interests" in REMIC 3,
(v) the Class P Certificates will represent ownership of a
"regular interest" in REMIC 4 and will generally be treated as
a debt instrument of REMIC 4, and the Class R-4 Interest will
constitute the sole class of "residual interests" in REMIC 4
(vi) the Class R Certificates will represent ownership of the
Class R-1 Interest and the Class R-2 Interest and (vii) the
Class R-X Certificates will represent ownership of the Class
R-3 Interest and the Class R-4 Interest.
Opinion: Underwriting Agreement (Tax) Page 4.
Impac Secured Assets Corp., Series 2004-4
December 31, 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