EXHIBIT 5.2
 
            [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]
 
                                 May 11, 1998
 
Impac Mortgage Holdings, Inc.
20371 Irvine Avenue
Santa Ana Heights, California 92707
 
  Re: Registration Statement on Form S-3
 
Ladies and Gentlemen:
 
  We have served as Maryland counsel to Impac Mortgage Holdings, Inc., a
Maryland corporation (the "Company"), in connection with certain matters of
Maryland law arising out of the Registration Statement on Form S-3 filed by
the Company (the "Registration Statement") to register 1,990,147 shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Stock"), for
an offering to be made on a delayed or continuous basis in the future pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). The
Shares are to be issued from time to time pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed 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;
 
    2. The charter of the Company (the "Charter"), certified as of a recent
  date by the State Department of Assessments and Taxation of Maryland (the
  "SDAT");
 
    3. The Amended and Restated Bylaws of the Company, certified as of the
  date hereof by the Secretary of the Company;
 
    4. Resolutions of the Board of Directors of the Company relating to (i)
  the Plan, (ii) the sale and issuance of the Shares and (iii) the filing of
  the Registration Statement with the Securities and Exchange Commission,
  certified as of the date hereof by the Secretary of the Company (the
  "Resolutions");
 
    5. A form of certificate representing the Shares (the "Certificate"),
  certified as of the date hereof by the Secretary of the Company;
 
    6. The Plan;
 
    7. A certificate executed by the Secretary of the Company, dated as of a
  recent date;
 
    8. A certificate of the SDAT as to the good standing of the Company,
  dated as of a recent date; and
 
    9. 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 individual executing any of the Documents, whether on behalf of
  such individual or another person, is legally competent to do so.
 
    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 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 and are enforceable in accordance with
  all stated terms.
 
    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 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 has been no oral or written modification of or
  amendment to any of the Documents, and there has been no waiver of any
  provision of any of the Documents, by action or omission of the parties or
  otherwise.
 
    5. The Shares will not be issued in violation of any restriction or
  limitation contained in Article VII of the Charter.
 
  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, upon issuance and
delivery of the Shares as represented by certificates in the form of the
Certificate and payment therefor in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement and by the
Plan and in accordance with the Resolutions, such Shares will be (assuming
that the sum of (i) all shares of Common Stock issued as of the date hereof,
(ii) any shares of Common Stock issued between the date hereof and the date on
which the Shares are actually issued (not including any Shares), and (iii) the
Shares will not exceed the total number of shares of Common Stock that the
Company is then authorized to issue) duly authorized, validly issued, fully
paid and nonassessable.
 
  The foregoing opinion is limited to the substantive laws of the State of
Maryland, and we do not express any opinion herein concerning any other law.
We express no opinion as to the applicability or effect of any federal or
state securities laws, including the securities laws of the State of Maryland.
To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of
Maryland, we do not express any opinion on such matter.
 
  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 your benefit and may not
be relied upon by, quoted in any manner to, or delivered to any other person
or entity without, in each instance, our prior written consent (except that
Freshman, Marantz, Orlanski, Cooper & Klein, counsel to the Company, may rely
upon this opinion as if it were addressed to it).
 

 
  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 1933 Act.
 
                                          Very truly yours,
 
                                          /s/ Ballard Spahr Andrews &
                                           Ingersoll, LLP.