Exhibit 8

                        [LETTERHEAD OF MCKEE NELSON LLP]




                                                   January 15, 2002


Impac Mortgage Holdings, Inc.
1401 Dove Street, Suite 100
Newport Beach, CA 92660


                     Re: Registration Statement on Form S-3
                         ----------------------------------

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration statement
on Form S-3 (File No. 333-74432) (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offerings from time to time by Impac Mortgage Holdings, Inc., a
Maryland corporation (the "Company"), of up to $300,000,000 of common stock, par
value $.01 per share, preferred stock, par value $.01 per share, debt
securities, warrants to purchase common stock, and warrants to purchase
preferred stock.

         As tax counsel to the Company, we have examined and relied on the
originals or copies, certified or otherwise identified to our satisfaction, of
such instruments, certificates, records, and other documents and have made such
examination of law as we have deemed necessary or appropriate for the purpose of
this opinion. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies or by facsimile
or other means of electronic transmission or which we obtained from the
Commission's Electronic Data Gathering, Analysis and Retrieval System ("EDGAR")
or FreeEDGAR.com, and the authenticity of the originals of such latter
documents. As to facts relevant to the opinions expressed herein and other
statements made herein, we have relied without independent investigation upon
certificates and oral or written statements and representations of public
officials, officers, and other representatives of the Company.

         In addition, this opinion is based, in part, upon factual
representations set forth in the Registration Statement and in a letter
delivered to us by the Company today. This opinion is also based upon the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations
promulgated thereunder, and existing administrative and judicial interpretations
thereof, all as they exist at the date of this letter. All of the foregoing
statutes, regulations, and



Impac Mortgage Holdings, Inc.
January 15, 2002
Page 2



interpretations are subject to change, in some circumstances with retroactive
effect. Any changes to the foregoing authorities could affect the accuracy of
the opinions contained herein.

         Based on the foregoing, we are of the opinion that, commencing with the
Company's taxable year ended December 31, 1995, the Company has been and will
continue to be organized in conformity with the requirements for qualification
and taxation as a real estate investment trust (a "REIT") under the Code and its
method of operating has enabled the Company, and its proposed method of
operating going forward will enable the Company, to meet the requirements for
qualification and taxation as a REIT.

         The Company's qualification as a REIT will depend on the Company's
meeting, in its actual operations, the applicable asset composition, source of
income, stockholder diversification, distribution and other requirements of the
Code and Treasury Regulations necessary for REIT qualification. We will not
review these operations and no assurance can be given that the actual operations
of the Company and its affiliates will meet these requirements or the
representations made to us with respect thereto.

         We hereby consent to the filing of this opinion as Exhibit 8.1 to the
Registration Statement and the reference to our firm under the captions "Legal
Matters" and "Material Federal Income Tax Consequences" in the prospectus
included as part of the Registration Statement or any supplement thereto. In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.

                                               Very truly yours,

                                               /s/ MCKEE NELSON LLP