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.