EXHIBIT 5.2

                        [LETTERHEAD OF MCKEE NELSON LLP]

                                                                February 1, 2002

Impac Mortgage Holdings, Inc.
1401 Dove Street
Newport Beach, California 92660

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 (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), relating to the offerings from time
to time by Impac Mortgage Holdings, Inc., a Maryland corporation (the
"Company"), of common stock, par value $.01 per share (the "Common Stock"),
preferred stock, par value $.01 per share (the "Preferred Stock"), debt
securities (the "Debt Securities"), warrants to purchase Common Stock (the
"Common Stock Warrants"), and warrants to purchase Preferred Stock (the
"Preferred Stock Warrants" and collectively with the Common Stock Warrants, the
"Warrants"), with a proposed maximum offering price for such Common Stock,
Preferred Stock, Debt Securities, and Warrants of $300,000,000, plus an
indeterminate number of preferred stock purchase rights associated with the
Common Stock (the "Rights") to be issued pursuant to the rights agreement, dated
October 7, 1998 (the "Rights Agreement"), by and between the Company and
BankBoston, N.A. (the "Rights Agent"). The Common Stock, the Preferred Stock,
the Debt Securities, and the Warrants are each referred to herein as a
"Security" and collectively as the "Securities."

     As Maryland 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.



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     We are attorneys admitted to practice in the State of Maryland. We express
no opinion concerning the laws of any of the jurisdictions other than the laws
of the United States of America and the State of Maryland.

     Based on the foregoing and in reliance thereon, and subject to completion
of the corporate action required to be taken by the Company based on the type of
Security being offered (including, without limitation, the due reservation of
any Common Stock and Preferred Stock for issuance and, with respect to the
Preferred Stock, the due authorization, approval and filing of Articles
Supplementary referred to below), the effectiveness of the Registration
Statement, the due authorization, execution and delivery of the relevant
indenture(s) or supplemental indenture(s) pursuant to which any Debt Securities
or Warrants may be issued (the "Indenture"), and, with respect to the Indenture,
compliance with the Trust Indenture Act of 1939, as amended (the "TIA"), the due
authorization, execution and delivery of the relevant warrant agreement relating
to any Warrants (the "Warrant Agreement"), and the qualifications and
limitations set forth below, we are of the opinion that:

     (1) the Debt Securities and Warrants, upon the issuance thereof and timely
payment in full therefor in the manner described in the Registration Statement
will be validly issued, fully paid and non-assessable;

     (2) the Preferred Stock and Common Stock issued separately or upon the
conversion of any Debt Securities so issued that are convertible and upon the
exercise of any Warrants so issued (as to the Preferred Stock, when issued
pursuant to Articles Supplementary pursuant to Section 2-105 of the Maryland
General Corporation Law as approved by the Board of Directors of the Company
(the "Articles Supplementary")), and the Common Stock issued upon conversion or
exchange of any such Preferred Stock so issued that are convertible or
exchangeable into Common Stock (i) will have been duly authorized and reserved
for issuance separately, upon conversion of such Debt Securities, exercise of
any such Warrants, performance of any such purchase contracts or conversion or
exchange of any such convertible Preferred Stock, upon the respective issuance
of each, as the case may be, and (ii) upon the issuance of such Preferred Stock
and Common Stock separately against payment in full therefor in an amount
exceeding the par value, if any, thereof or pursuant to (x) the Indenture upon
valid conversion of such Debt Securities, (y) exercise of such Warrants and
payment in full of the exercise price provided for therein or (z) valid
conversion of any such Preferred Stock so issued that are convertible into
Common Stock in accordance with Articles Supplementary, as the case may be, will
be validly issued, fully paid and non-assessable; and

     (3) assuming that (i) the Rights Agreement has been duly authorized,
executed and delivered by the Rights Agent, (ii) the Registration Statement has
become



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effective under the Securities Act, (iii) the Common Stock has been duly issued
and sold as contemplated by the Registration Statement, and (iv) the Rights have
been issued in conformity with the Rights Agreement, the Rights associated with
the Common Stock will be validly issued.

     The opinions set forth herein are subject to the following assumptions,
qualifications, limitations and exceptions being true and correct at or prior to
the time of the delivery of any Security:

         (a) the Board of Directors of the Company shall have duly established
the terms of such Security and duly authorized and taken any other necessary
corporate action to approve the issuance and sale of such Security in conformity
with the Amended and Restated Articles of Incorporation of the Company, as
amended and supplemented, and its bylaws (subject to the further assumption that
the Amended and Restated Articles of Incorporation, as amended and supplemented,
and bylaws have not been amended from the date hereof in a manner that would
affect the validity of any of the opinions rendered herein), and such
authorization shall remain in effect and unchanged at all times during which the
Securities are offered and shall not have been modified or rescinded (subject to
the further assumption that the sale of any Security takes place in accordance
with such authorization);

     (b) the Registration Statement, and any amendments thereto (including
post-effective amendments) and any additional registration statement filed under
Rule 462 will have been declared effective under the Act and such effectiveness
shall not have been terminated or rescinded;

     (c) a prospectus supplement (a "Prospectus Supplement") will have been
prepared and filed with the Securities and Exchange Commission describing the
Securities offered thereby;

     (d) all Securities will be issued and sold in compliance with applicable
federal and state securities laws and solely in the manner stated in the
Registration Statement and the appropriate Prospectus Supplement and there will
not have occurred any change in law affecting the validity of any of the
opinions rendered herein;

     (e) with respect to Debt Securities or, where applicable, Warrants, the
applicable trustee shall have been qualified under the TIA and a Form T-1 shall
have been properly filed as an exhibit to the Registration Statement;

     (f) in the case of an Indenture, Warrant Agreement, stock purchase
contract, Articles Supplementary, or other agreement pursuant to which any
Securities are to be




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issued, there shall be no terms or provisions contained therein which would
affect the validity of any of the opinions rendered herein; and

     (g) in connection with our opinion set forth in paragraph (3) above, we
note that the question of whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.

     We hereby consent to the filing of this opinion as Exhibit 5.2 to the Form
S-3 and the reference to our firm under the caption "Legal Matters" in the
prospectus 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