EXHIBIT 8.1
September 25, 2001
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2001-6
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Ladies and Gentlemen:
We have acted as counsel to Impac Secured Assets Corp. (the "Company"),
Impac Funding Corporation (the "Seller") and Impac Mortgage Holdings, Inc.
("IMH") in connection with (i) the Mortgage Loan Purchase Agreement, dated as of
September 1, 2001 (the "Mortgage Loan Purchase Agreement"), among the Seller,
the Company and IMH, (ii) the Pooling and Servicing Agreement, dated as of
September 1, 2001 (the "Pooling and Servicing Agreement"), among the Company,
the Seller `(in such capacity, the "Master Servicer") and Bankers Trust Company
of California, N.A. (the "Trustee") and the certificates issued pursuant thereto
designated as Mortgage Pass-Through Certificates, Series 2001-6 (collectively,
the "Certificates"), (iii) the Underwriting Agreement, dated September 25, 2001
(the "Underwriting Agreement"), among the Company, the Seller, IMH, Bear,
Stearns & Co. Inc. ("the "Underwriter") pursuant to which certain Certificates
were sold (the "Underwritten Certificates"), (iv) the Purchase Agreement, dated
September 25, 2001 (the "Purchase Agreement"), among the Company, the Seller,
IMH and the Underwriter (the "Purchaser") pursuant to which certain Certificates
were sold (the "Purchased Certificates"), (v) the Prospectus Supplement, dated
September 25, 2001 (the "Prospectus Supplement") and the Base Prospectus to
which it relates, dated September 25, 2001 (the "Base Prospectus"; together with
the Prospectus Supplement, the "Prospectus") and (vi) the Private Placement
Memorandum, dated September 25, 2001 (the "Private Placement Memorandum"). The
Mortgage Loan Purchase Agreement, the Pooling and Servicing Agreement, the
Underwriting Agreement and the Purchase Agreement are collectively referred to
herein as the "Agreements." Capitalized terms not defined herein have the
meanings assigned to them in the Agreements.
Impaq Secured Assets Corp., Series 2001-6
September 25, 2001 Page 5
In rendering this opinion letter, as to relevant factual matters we have
examined the documents described above and such other documents as we have
deemed necessary including, where we have deemed appropriate, representations or
certifications of officers of parties thereto or public officials. In rendering
this opinion letter, except for the matters that are specifically addressed in
the opinions expressed below, we have assumed (i) the authenticity of all
documents submitted to us as originals or as copies thereof, and the conformity
to the originals of all documents submitted to us as copies, (ii) the necessary
entity formation and continuing existence in the jurisdiction of formation, and
the necessary licensing and qualification in all jurisdictions, of all parties
to all documents, (iii) the necessary, authorization, execution, delivery and
enforceability of all documents, and the necessary entity power with respect
thereto, and (iv) that there is not any other agreement that modifies or
supplements the agreements expressed in any document to which this opinion
letter relates and that renders any of the opinions expressed below inconsistent
with such document as so modified or supplemented. In rendering this opinion
letter, except for the matters that are specifically addressed in the opinions
expressed below, we have made no inquiry, have conducted no investigation and
assume no responsibility with respect to (a) the accuracy of and compliance by
the parties thereto with the representations, warranties and covenants as to
factual matters contained in any document or (b) the conformity of the
underlying assets and related documents to the requirements of any agreement to
which this opinion letter relates.
Assuming compliance with the provisions of the Pooling and Servicing
Agreement, for federal income tax purposes, each of REMIC 1, REMIC 2 and REMIC 3
will qualify as a real estate mortgage investment conduit ("REMIC") within the
meaning of the REMIC Provisions of the Code, the Class R-l Interests will
constitute the sole class of "residual interests" in REMIC 1, the Class R-2
Interests will constitute the sole class of "residual interests" in REMIC 2,
each class of Certificates (other than the Class R Certificates) will represent
ownership of "regular interests" in REMIC 3 and will generally be treated as
debt instruments of REMIC 3 and the Class R-3 Interests will constitute the sole
class of "residual interests" in REMIC 3, within the meaning of the REMIC
Provisions in effect on the date hereof
The opinions set forth herein are based upon the existing provisions of the
Code and Treasury regulations issued or proposed thereunder, published Revenue
Rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which such opinions are
based. The opinions expressed herein are limited as described above, and we do
not express an opinion on any other legal or income tax aspect of the
transactions contemplated by the documents relating to the transaction.
This opinion letter is rendered for the sole benefit of the addressee
hereof, and no other person or entity is entitled to rely hereon. Copies of this
opinion letter may not be made available, and this opinion letter may not be
quoted or referted to in any other document made available, to any other person
or entity except to (i) any applicable rating agency, institution providing
credit enhancement or liquidity support or governmental authority, (ii) any
accountant or attorney for any person or entity entitled hereunder to rely
hereon or to whom or which this opinion letter may be made available as
Impaq Secured Assets Corp., Series 2001-6
September 25, 2001 Page 6
provided herein and (iii) as otherwise required by law. We consent to the filing
of this opinion letter as an exhibit to the Company*s Form 8-K.
Very truly yours,
/s/ Thacher Proffitt & Wood
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