EXHIBIT 8.1
[LETTERHEAD OF O'MELVENY & MYERS LLP]
July 11th 1997
Writer's Direct Dial Number Our File Number
(212) 326-2193 057240-057
ICIFC Secured Assets Corp.
20371 Irvine Avenue
Suite 200
Santa Ana Heights, CA 92707
RE:ICIFC Secured Assets Corp.
Mortgage Pass-Through Certificates
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax 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 (the "Certificates"), 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 form filed as an Exhibit to
the Registration Statement.
In connection with rendering this opinion letter, we have examined the forms
of the Pooling and Services Agreements 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 United States Internal Revenue Code of 1986,
as amended (the "Code"), nor do we express any opinion, either implicitly or
otherwise, or 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.
Based on the foregoing, we are of the opinion that the description of the
federal income tax consequences appearing under the heading "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 the Certificates, is accurate with respect to those tax
consequences which are discussed.
The opinion set forth above is based on relevant provisions of the Code,
Treasury Regulations thereunder, and interpretations of the foregoing as
expressed in court decisions, administrative determinations, and legislative
history as of the date hereof. These provisions and interpretations are
subject to change, which may or may not be retroactive in effect, that might
result in modifications of our opinion.
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
"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,
/s/ O'Melveny & Myers LLP