November 13, 1997
ICIFC Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California 92707
Re: ICIFC Secured Assets Corp.
Mortgage Pass-Through Certificates
and Mortgage-Backed Notes;
Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to ICIFC Secured Assets
Corp., a California corporation (the "Registrant") in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
Mortgage Pass-Through Certificates ("Certificates") and Mortgage- Backed Notes
("Notes"; and together with Certificates, "Securities"), and the related
preparation and filing of a Registration Statement on Form S-3 (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. Each
Pooling and Servicing Agreement will be substantially in the forms filed as an
Exhibit to the Registration Statement. The Notes are issuable in series pursuant
to separate indentures (each such indenture, an "Indenture"), between an issuer
and an indenture trustee, each to be 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.
ICIFC Secured Assets Corp.
November 13, 1997 Page 2.
In connection with rendering this opinion letter, we have
examined the forms of the Pooling and Servicing Agreements and Indenture
contained as Exhibits in the Registration Statement, the Registration Statement
and such records and other documents as we have deemed necessary. As to matters
of fact, we have examined and relied upon representations or certifications of
officers of the Registrant or public officials. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of natural persons and the conformity to the
originals of all documents. We have assumed that all parties, other than the
Registrant, had the corporate power and authority to enter into and perform all
obligations thereunder, and, as to such parties, we also have assumed the
enforceability of such documents.
In rendering this opinion letter, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York, nor
do we express any opinion, either implicitly or otherwise, on any issue not
expressly addressed below. In rendering this opinion letter, we have not passed
upon and do not pass upon the application of "doing business" or the securities
laws of any jurisdiction. This opinion letter is further subject to the
qualification that enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other laws affecting
the enforcement of the rights of creditors generally and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law.
Based on the foregoing, we are of the opinion that:
1. When a Pooling and Servicing Agreement for a series of
Certificates has been duly authorized by all necessary action and duly executed
and delivered by the parties thereto, such Pooling and Servicing Agreement will
be a legal and valid obligation of the Registrant.
2. When an Indenture for a series of Notes has been duly
authorized by all necessary action and duly executed and delivered by the
parties thereto, such Indenture will be a legal and valid obligation of the
applicable issuer.
3. When a Pooling and Servicing Agreement for a series of
Certificates has been duly authorized by all necessary action and duly executed
and delivered by the parties thereto, and when the Certificates of such series
have been duly executed and authenticated in accordance with the provisions of
that Pooling and Servicing Agreement, and issued and sold as contemplated in the
Registration Statement and the prospectus and prospectus supplement delivered in
connection therewith, such Certificates will be legally and validly issued and
outstanding, fully paid and non-assessable, and the holders of such Certificates
will be entitled to the benefits of that Pooling and Servicing Agreement.
4. When an Indenture for a series of Notes has been duly
authorized by all necessary action and duly executed and delivered by the
parties thereto, and when the Notes of such series have been duly executed and
authenticated in accordance with the provisions of that
ICIFC Secured Assets Corp.
November 13, 1997 Page 3.
Indenture, and issued and sold as contemplated in the Registration Statement and
the prospectus and prospectus supplement delivered in connection therewith, such
Notes will be legally and validly issued and outstanding, fully paid and
non-assessable, and will be binding obligations of the applicable issuer, and
the holders of such Notes will be entitled to the benefits of that Indenture.
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
Securities, is accurate with respect to those tax consequences which are
discussed.
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 heading "Legal Matters", and in the prospectus included in the
Registration Statement under the heading "Certain Federal Income Tax
Consequences", without admitting that we are "experts" within the meaning of the
Act, and the rules and regulations thereunder, with respect to any part of the
Registration Statement, including this Exhibit.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ Thacher Proffitt & Wood
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