EXHIBIT 8.1
[LETTERHEAD OF SIMPSON THACHER & BARTLETT]
Sept 9, 1997
Re: Offer to Exchange Remarketed Par
Securities, Series B for the Outstanding
Remarketed Par Securities, Series A
---------------------------------------
Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One, Suite 110
Torrance, California 90505
Imperial Credit Capital Trust I
c/o Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One, Suite 110
Torrance, California 90505
Ladies and Gentlemen:
We have acted as special tax counsel ("Tax Counsel") to Imperial Credit
Industries, Inc., a California corporation (the "Company"), and Imperial Credit
Capital Trust I, a statutory business trust organized under the Business Trust
Act of the State of Delaware (the "Trust"), in connection with the preparation
and filing by the Company and the Trust with the Securities and Exchange
Commission of a Registration Statement on Form S-4 (as amended, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), registering the exchange (referred to collectively herein as
the "Exchange") of: (i) up to $70,000,000 aggregate liquidation amount of
SIMPSON THACHER & BARTLETT
-2- July 3, 1997
Remarketed Par Securities, Series B (the "New Par Securities"), which will have
been registered under the Securities Act pursuant to the Registration Statement,
for a like liquidation amount of the Trust's outstanding Remarketed Par
Securities, Series A (the "Old Par Securities"); (ii) all of the Company's
outstanding Resettable Rate Debentures, Series A (the "Old Debentures") for a
like aggregate principal amount of Resettable Rate Debentures, Series B (the
"New Debentures") which will have been registered under the Securities Act
pursuant to the Registration Statement; (iii) the Company's guarantee (which is
set forth in the Guarantee Agreement, dated June 9, 1997, between the Company
and Chase Trust Company of California, as trustee) of the payment of
distributions and payments upon liquidation or redemption of the Old Par
Securities (the "Old Guarantee") for a like guarantee (which will be set forth
in the new Guarantee Agreement between the Company and Chase Trust Company of
California, as trustee) of the New Par Securities (the "New Guarantee") which
will have been registered under the Securities Act pursuant to the Registration
Statement; and (iv) Auto Marketing Network, Inc., Imperial Business Credit,
Inc., Imperial Credit Advisors, Inc. and Franchise Mortgage Acceptance Company
LLC guarantees of the Old Debentures (the "Old Subsidiary Guarantees") for like
guarantees of the New Debentures (the "New Subsidiary Guarantees") which will
have been registered under the Securities Act pursuant to the Registration
Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
SIMPSON THACHER & BARTLETT
-3- July 3, 1997
In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) the Indenture, dated June 9, 1997 between
the Company and Chase Trust Company of California, as trustee (the "Indenture");
(iii) forms of the Old Debentures and the New Debentures; (iv) the Amended and
Restated Declaration, dated June 9, 1997 between the Company, as Sponsor, Chase
Trust Company of California, as the Initial Property Trustee, Chase Manhattan
Bank Delaware, as the initial Delaware Trustee and the Regular Trustees named
therein (the "Declaration"); (v) the Old Guarantee and a form of the New
Guarantee; and (vi) forms of the Old Par Securities, the New Par Securities and
the Trust's common securities (the "Common Securities"). In addition, we have
relied upon certain other statements and representations contained in the
Company's letter of representation dated June 9, 1997. We also have examined
and relied upon originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Trust and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination of such material, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all copies of documents submitted to
us. In addition, we also have assumed that (i) the transactions related to the
original issuance of the Old Debentures, the Old Par Securities and the Common
Securities were consummated in accordance with the terms of the documents and
forms of documents
SIMPSON THACHER & BARTLETT
-4- July 3, 1997
described herein and (ii) the Exchange will be consummated in accordance with
the terms of such documents and forms of such documents.
On the basis of the foregoing and assuming that the Trust was formed and
will be maintained in compliance with the terms of the Declaration, we hereby
confirm (i) our opinion set forth in the Registration Statement under the
caption "United States Federal Income Tax Consequences" and (ii) that, subject
to the qualifications set forth therein, the discussion set forth in the
Registration Statement under such caption is an accurate summary of the United
States federal income tax matters described therein.
We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Trust Securities or transactions of the type
described herein and that our opinion is not binding on the Internal Revenue
Service or the courts, either of which could take a contrary position.
Nevertheless, we believe that if challenged, the opinions we express herein
would be sustained by a court with jurisdiction in a properly presented case.
Our opinion is based upon the Code, the Treasury regulations promulgated
thereunder and other relevant authorities and law, all as in effect on the date
hereof. Consequently, future changes in the law may cause the tax treatment of
the transactions referred to herein to be materially different from that
described above.
We are admitted to practice law only in the State of New York and the
opinions we express herein are limited solely to matters governed by the federal
law of the United States.
SIMPSON THACHER & BARTLETT
-5- July 3, 1997
We hereby consent to the use of this opinion for filing as Exhibit 8.1
to the Registration Statement and the use of our name in the Registration
Statement under the captions "United States Federal Income Tax Consequences" and
"Legal Matters".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT