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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) June 29, 1998
IMPAC SECURED ASSETS CORP. (as company under a Pooling and Servicing Agreement,
dated as of June 1, 1998, providing for, inter alia, the issuance of Mortgage
Pass-Through Certificates, Series 1998-2)
IMPAC SECURED ASSETS CORP.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 333-44209 33-071-5871
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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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(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: June 29, 1998
[LETTERHEAD OF THACHER PROFFITT & WOOD]
EXHIBIT
June 29, 1998
Impac Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California 92707
Re: Impac Secured Assets Corp.
Mortgage Pass-through Certificates, Series 1998-2
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Ladies and Gentlemen:
We have acted as counsel to Impac Secured Assets Corp. (the "Company")
in connection with the issuance by the Company of Mortgage Pass-Through
Certificates, Series 1998-2 (the "Certificates") to be created pursuant to the
Pooling and Servicing Agreement, dated as of June 1, 1998 (the "Pooling and
Servicing Agreement"), among the Company, the Master Servicer and Bankers Trust
Company of California, N.A. (the "Trustee"). The Certificates consist of
thirteen classes of senior certificates designated as Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9,
Class A-10, Class A-11, Class R-I and Class R-II (collectively, the "Senior
Certificates") and six classes of subordinated certificates designated as Class
M-1, Class M-2, Class M-3 (collectively, the "Class M Certificates"), Class B-1,
Class B-2 and Class B-3 (collectively, the "Class B Certificates"). Only the
Senior Certificates (other than the Class A-11 Certificates) and the Class M
Certificates (collectively, the "Offered Certificates") are offered under the
Prospectus.
The Certificates will evidence undivided interests in a trust fund (the "Trust
Fund") consisting primarily of a pool of conventional, fixed-rate, one-to
four-family first mortgage loans (the "Mortgage Loans"). Impac Funding
Corporation (the "Seller") originated or acquired the Mortgage Loans through its
mortgage loan purchase program from various seller/servicers. The Seller will
transfer the Mortgage Loans to the Company pursuant to the Mortgage Loan
Purchase Agreement, dated June 1, 1998 (the "Mortgage Loan Purchase Agreement"),
in exchange for immediately available funds and the Class A-11 Certificates.
Capitalized terms not defined herein have the meanings assigned to them in the
Pooling and Servicing Agreement.
In connection with rendering this opinion letter, we have examined the Pooling
and Servicing Agreement 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 the parties contained therein and, where we have deemed
appropriate, representations or certifications of officers of parties to the
Pooling and Servicing Agreement or public officials. In rendering this opinion
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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 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 Pooling and Servicing Agreement and (v) that there is not and will not be
any other agreement that modifies or supplements the Pooling and Servicing
Agreement 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.
Based on the foregoing and assuming compliance with the provisions of the
Pooling and Servicing Agreement, for federal income tax purposes, each of REMIC
I and REMIC II will qualify as a real estate mortgage investment conduit
("REMIC") within the meaning of Section 860A through 860G (the "REMIC
Provisions") of the Internal Revenue Code of 1986. The Senior Certificates
(other than the Residual Certificates), the Class M Certificates and the Class B
Certificates will constitute "regular interests" in REMIC II, and the Class R-I
and the Class R-II Certificates will, in each such case, be the sole class of
"residual interests" in the related REMIC, each 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.
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 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
to any other person, and no portion of this opinion letter may be quoted,
circulated or referred to in any other document, without our prior written
consent. We consent to the filing of this opinion letter as an exhibit to the
Company's Form 8-K.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ THACHER PROFFITT & WOOD
