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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) December 16, 1999
IMPAC SECURED ASSETS CORP. (as company under a Pooling and Servicing Agreement,
dated as of December 1, 1999, providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1999-2)
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.)
1401 Dove Street
Newport Beach, California 92660
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (949) 475-3600
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(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: December 16, 1999
EXHIBIT
December 16, 1999
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1999-2
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Ladies and Gentlemen:
We have acted as counsel to Impac Secured Assets Corp. (the
"Depositor"), Impac Funding Corporation (the "Seller") and Impac Mortgage
Holdings, Inc. ("IMH") in connection with (i) the Mortgage Loan Purchase
Agreement, dated as of December 1, 1999 (the "Mortgage Loan Purchase
Agreement"), among the Seller, the Depositor and IMH, (ii) the Pooling and
Servicing Agreement, dated as of December 1, 1999 (the "Pooling and Servicing
Agreement"), among the Depositor, the Seller (in such capacity, the "Master
Servicer") and Norwest Bank Minnesota, National Association (the "Trustee") and
the certificates issued pursuant thereto designated as Mortgage Pass-Through
Certificates, Series 1999-2 (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated December 16, 1999 (the "Underwriting Agreement"),
among the Depositor, the Seller, IMH and Lehman Brothers Inc. (the
"Underwriter") pursuant to which certain Certificates were sold (the
"Underwritten Certificates"), (iv) the Purchase Agreement, dated December 20,
1999 (the "Purchase Agreement"), among the Depositor, the Seller, IMH and Lehman
Brothers Inc. (the "Purchaser") pursuant to which certain Certificates were sold
(the "Purchased Certificates"), (v) the Prospectus Supplement, dated December
16, 1999 (the "Prospectus Supplement") and the Base Prospectus to which it
relates, dated June 25, 1998 (the "Base Prospectus"; together with the
Prospectus Supplement, the "Prospectus") and (vi) the Private Placement
Memorandum, dated December 20, 1999 (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.
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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, 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, REMIC I and REMIC II will
each qualify as a real estate mortgage investment conduit ("REMIC") within the
meaning of the REMIC Provisions of the Code, the Class R-I Certificates will
constitute the sole class of "residual interests" in REMIC I, each class of
Certificates (other than the Class R-I and Class R-II Certificates) will
represent ownership of "regular interests" in REMIC II and will generally be
treated as debt instruments of REMIC II and the Class R-II Certificates will
constitute the sole class of "residual certificates" in REMIC II, 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.
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This opinion letter is rendered for the sole benefit of each
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 referred 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
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,
THACHER PROFFITT & WOOD
By /s/THACHER PROFFITT & WOOD
