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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 1998
IMPAC SECURED ASSETS CORP. (as depositor under an Amended and Restated Trust
Agreement, dated as of March 31, 1998, and pursuant to which an Indenture was
entered into, providing for, inter alia, the issuance of Collateralized
Asset-Backed Notes, Series 1998-1)
IMPAC SECURED ASSETS CORP.
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(Exact name of registrant as specified in its charter)
California 333-40125 33-070-5301
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
20371 Irvine Avenue
Santa Ana Heights, California 92707
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(Address) (Zip Code)
Registrant's telephone number, including area code, is (714) 556-0122
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
8.1 Opinion of Thacher Proffitt & Wood
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
IMPAC SECURED ASSETS CORP.
By: /s/ Richard Johnson
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Name: Richard Johnson
Title: Chief Financial Officer and Secretary
Dated: March 30, 1998
[LETTERHEAD OF THACHER, PROFFITT & WOOD]
March 30, 1998
Impac Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California 92707
Impac Secured Assets Corp.
Collateralized Asset-Backed Notes, Series 1998-1
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Ladies and Gentlemen:
We have acted as counsel to Impac Funding Corporation ("Impac Funding"
or the "Master Servicer"), Impac Mortgage Holdings, Inc. ("IMH") and Impac
Secured Assets Corp., a California corporation (the "Company"), with respect to
(i) the Mortgage Loan Purchase Agreement (the "Mortgage Loan Purchase
Agreement"), dated as of March 31, 1998, among Impac Funding, the Company, IMH,
as guarantor, Impac Secured Assets CMN Trust Series 1998-1 (the "Trust" or the
"Issuer"), and Bankers Trust Company of California, N.A. (the "Indenture
Trustee") pursuant to which Impac Funding sold certain mortgage loans (the
"Mortgage Loans") to the Company, (ii) the Amended and Restated Trust Agreement,
dated as of March 31, 1998 (the "Trust Agreement"), between the Company and
Wilmington Trust Company as owner trustee of the Issuer pursuant to which the
Company will contribute the Mortgage Loans to a trust fund (the "Trust Fund")
and the Issuer will issue to the Company the trust certificates (the "Trust
Certificates") evidencing the entire ownership interest in the Trust, subject to
the related Indenture described below, (iii) the Servicing Agreement, dated as
of March 1, 1998 (the "Servicing Agreement"), between Impac Funding as master
servicer (the "Master Servicer") and the Trust and two related Subservicing
Agreements (the "Subservicing Agreements"), one dated June 25, 1996 between the
Master Servicer and Wendover Funding, Inc. and the other dated March 1, 1998
between the Master Servicer and Advanta Mortgage Corp. USA, (iv) the Indenture,
dated as of March 31, 1998 (the "Indenture"), between the Trust and the
Indenture Trustee relating to the Collateralized Asset-Backed Notes, Series
1998-1 (the "Notes") issued pursuant thereto by the Trust and secured by the
Mortgage Loans, and (v) the Underwriting Agreement, dated March 30,
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Impac Secured Assets Corp. Page 2
March 30, 1998
1998 (the "Underwriting Agreement"), among the Company, Impac Funding, IMH and
Lehman Brothers Inc.(the "Underwriter") pursuant to which the Trust will sell
the Notes to the Underwriter. The Mortgage Loan Purchase Agreement, the Trust
Agreement, the Servicing Agreement, the Subservicing Agreements, the Indenture
and the Underwriting Agreement are collectively referred to herein as the
"Agreements". Capitalized terms not defined herein have the meanings assigned to
them in the Agreements. This letter is rendered pursuant to Section 3.07 of the
Indenture and Section 6.5 of the Underwriting Agreement.
In rendering this opinion letter, we have examined the Agreements, the
Notes and such other documents as we have deemed necessary. As to matters of
fact, we have examined and relied upon representations, warranties and covenants
of parties to the above documents contained therein and, where we have deemed
appropriate, representations or certifications of officers of parties to the
Agreements or public officials. In rendering this opinion letter, except for the
matters that are specifically addressed in the numbered opinion paragraphs
below, we have assumed (i) the authenticity of all documents submitted to us as
originals 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, (iv) the conformity of the Mortgage
Loans and the related documents to the requirements of the documents to which
this opinion letter relates and (v) that there is not and will not be any other
agreement that modifies or supplements the agreements expressed in the documents
to which this opinion letter relates and that renders any of the opinions
expressed below inconsistent with such documents as so modified or supplemented.
Assuming compliance with the pertinent provisions of the Agreements, as
of the Closing Date, for federal income tax purposes, the Issuer will not be
classified as (i) an association taxable as a corporation, (ii) a publicly
traded partnership taxable as a corporation or (iii) a taxable mortgage pool,
and the Notes will be characterized as indebtedness.
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.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the federal income tax laws of the United
States. This opinion will not be updated for subsequent changes or modifications
to the law and regulations or to the judicial and administrative interpretations
thereof, unless we are specifically engaged to do so. This opinion is rendered
only to those to whom it is addressed and may not be relied on in connection
with any
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Impac Secured Assets Corp. Page 3
March 30, 1998
transactions other than the transactions contemplated herein. The opinion may
not be relied upon for any other purpose, or relied upon by any other person,
firm or corporation for any purpose, without our prior written consent.
Very truly yours,
THACHER PROFFITT & WOOD
By
/s/ THACHER PROFFITT & WOOD
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