Exhibits 5.1, 8.1 and 23.1
January 27, 2006
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Impac Secured Assets Corp.
Mortgage-Backed Certificates
Mortgage-Backed Notes
Registration Statement on Form S-3
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
Backed 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 (the "Registration Statement").
Certificates are issuable in series under separate pooling and servicing
agreements (each, a "Pooling and Servicing Agreement"), each among the
Registrant and a trustee, a master servicer and any special servicer, fiscal
agent and REMIC administrator identified in the prospectus supplement for such
series of Certificates. Each Pooling and Servicing Agreement will be
substantially in the form filed as an Exhibit to the Registration Statement.
Notes are issuable in series under separate indentures (each, an "Indenture"),
each between an issuer, which will be either the Registrant or an owner trust
established by it, and an indenture trustee identified in the prospectus
supplement for such series of Notes. Each 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
any opinion expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, the conformity to
the originals of all documents submitted to us as copies, the genuineness of all
signatures and the legal capacity of natural persons, (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 entity authorization, execution,
authentication, payment, delivery and enforceability (as limited by bankruptcy
and other insolvency laws) of and under all documents, and the necessary entity
power and authority 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 in a manner that affects the correctness of
any opinion expressed below. In rendering this opinion letter, except for any
matter that are specifically addressed in any opinion 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. Each assumption herein is made and relied upon with your permission and
without independent investigation.
In rendering this opinion letter, each opinion expressed and assumption
relied upon 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 or secured parties, (iii) the effect of certain laws,
regulations and judicial and other decisions upon (a) 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 to
judicial jurisdiction, venue or forum and (b) the enforceability of any
provision the violation of which would not have any material adverse effect on
the performance by any party of its obligations under any agreement and (iv)
public policy considerations underlying United States federal securities laws,
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. However, the
non-enforceability of any provisions referred to in foregoing clause (iii) will
not, taken as a whole, materially interfere with the practical realization of
the benefits of the rights and remedies included in any such agreement which is
the subject of any opinion expressed below, except for the consequences of any
judicial, administrative, procedural or other delay which may be imposed by,
relate to or arise from applicable laws, equitable principles and
interpretations thereof.
In rendering this opinion letter, we do not express any opinion
concerning any laws other than the federal laws of the United States, including
without limitation the Internal Revenue Code of 1986, as amended (the "Code"),
and the provisions thereof applicable to a real estate mortgage investment
conduit ("REMIC"), and the laws of the State of New York. 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.
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:
1. Each Indenture will be a valid and legally binding agreement
under the laws of the State of New York, enforceable
thereunder in accordance with its terms against the parties
thereto.
2. Each series of Notes 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 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 against the parties thereto.
4. Each series of Certificates 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 securities to which that
description relates, 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 LLP