EXHIBIT 5.2
[Letterhead of Ballard Spahr Andrews & Ingersoll]
FILE NUMBER
776257
May 29, 1996
Imperial Credit Mortgage Holdings, Inc.
20371 Irvine Avenue
Santa Ana Heights, California 92707
Re: Registration Statement on Form S-11
Registration No. 333-04011
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Ladies and Gentlemen:
We have served as Maryland counsel to Imperial Credit Mortgage Holdings,
Inc., a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of 2,875,000 shares of
Common Stock, $.01 par value per share, of the Company (the "Shares")
(including 375,000 shares pursuant to an over-allotment option granted to the
underwriters), covered by the above-referenced Registration Statement, and all
amendments thereto (the "Registration Statement"), under the Securities Act of
1933, as amended (the "1933 Act"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned to them in the Registration
Statement.
In connection with our representation of the Company, and as a basis for
the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. The Registration Statement and the related form of final prospectus
included therein in the form in which it was transmitted to the Securities and
Exchange Commission under the 1933 Act;
2. The charter of the Company, certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");
Imperial Credit Mortgage Holdings, Inc.
May 29, 1996
Page 2
3. The Bylaws of the Company, certified as of a recent date by its
Secretary;
4. Resolutions adopted by the Board of Directors and stockholders of the
Company relating to the sale, issuance and registration of the Shares, certified
as of a recent date by the Secretary of the Company;
5. The form of certificate representing a Share;
6. A certificate of the SDAT as to the good standing of the Company, dated
May 29, 1996;
7. A certificate executed by Richard J. Johnson, Secretary of the Company,
dated May 29, 1996;
8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth in this letter, subject to the
assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed, and so far as
is known to us there are no facts inconsistent with, the following:
1. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding.
2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents is legally competent to
do so.
4. All Documents submitted to us as originals are authentic. All Documents
submitted to us as certified or photostatic copies conform to the original
documents. All signatures on all such Documents are genuine. All public
records reviewed or relied upon by us or on our behalf are true and complete.
All statements and information contained in the Documents are true and
complete. There are no oral or written modifications or amendments to the
Documents, by action or conduct of the parties or otherwise.
Imperial Credit Mortgage Holdings, Inc.
May 29, 1996
Page 3
The phrase "known to us" is limited to the actual knowledge, without
independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under
and by virtue of the laws of the State of Maryland and is in good standing with
the SDAT.
2. The Shares have been duly and validly authorized and, when and if
delivered against payment therefor in accordance with the resolutions of the
Board of Directors of the Company authorizing their issuance, will be duly and
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland
and we do not express any opinion herein concerning any other law. We express
no opinion as to compliance with the securities (or "blue sky") laws or the real
estate syndication laws of the State of Maryland.
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.
This opinion is being furnished to you solely for submission to the
Securities and Exchange Commission as an exhibit to the Registration
Statement and, accordingly, may not be relied upon by, quoted in any manner to,
or delivered to any other person or entity (other than Freshman, Marantz,
Orlanski, Cooper & Klein, counsel to the Company, and Latham & Watkins, tax
counsel to the Company) without, in each instance, our prior written consent.
Imperial Credit Mortgage Holdings, Inc.
May 29, 1996
Page 4
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1993 Act.
Very truly yours,
Ballard Spahr Andrews & Ingersoll