EXHIBIT 5
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[INDYMAC MORTGAGE HOLDINGS, INC. LETTERHEAD]
June 3, 1998
IndyMac Mortgage Holdings, Inc.
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
I have acted as counsel to IndyMac Mortgage Holdings, Inc., a Delaware
Corporation (the "Company") in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, relating to the offer of up to 6,400,000 shares (the "Shares") of common
stock of the Company, par value $.01, to be issued under the terms and
conditions of awards granted under the Company's 1998 Stock Incentive Plan (the
"1998 Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
(i) the Registration Statement, filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act on June 3, 1998 (as such
Registration Statement may be subsequently amended and together with all
exhibits thereto, the "Registration Statement"), (ii) the 1998 Plan, (iii) the
Certificate of Incorporation of the Company as currently in effect, (iv) the By-
laws of the Company as currently in effect, (v) a specimen of the certificate to
be used to represent the Common Stock, and (vi) resolutions of the Board of
Directors of the Company relating to the issuance of the Shares and the filing
of the Registration Statement. I have also examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or representatives of the Company and others, and such other documents,
certificates and records, as I have deemed necessary or appropriate as a basis
for the opinion set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinion expressed herein, I have relied upon oral or written
statements and representations of officers and other representatives of the
Company and others. I have also assumed that the Shares will be issued for
proper and sufficient consideration, in accordance with the terms of the 1998
Plan, and that the certificates representing such Shares will be properly
issued.
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued and paid for in accordance with the 1998 Plan, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. This opinion is furnished to you
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solely in connection with the Registration Statement.
Very truly yours,
/s/ Richard H. Wohl
Richard H. Wohl
General Counsel
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