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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) September 28, 1999
IMPAC SECURED ASSETS CORP. (as company under a Pooling and Servicing Agreement,
dated as of September 1, 1999, providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1999-1)
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
Dated: September 28, 1999
EXHIBIT
September 28, 1999
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 1999-1
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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 1999-1 (the "Certificates") to be created pursuant to the
Pooling and Servicing Agreement, dated as of September 1, 1999 (the "Pooling and
Servicing Agreement"), among the Company, Impac Funding Corporation, as master
servicer (the "Master Servicer") and Bankers Trust Company of California, N.A.
(the "Trustee"). The Certificates consist of five classes of certificates
designated as Class A, Class SB, Class R-I, Class R-II and Class R-III. Only the
Class A Certificates (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 conforming, fixed-rate, one-to
four-family first mortgage loans (the "Mortgage Loans"). Impac Funding
Corporation (in such capacity, 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 September 1, 1999 (the "Mortgage Loan
Purchase Agreement"), in exchange for immediately available funds and the Class
SB, Class R-I, Class R-II and Class R-III Certificates. Capitalized terms not
defined herein have the meanings assigned to them in the Pooling and Servicing
Agreement.
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
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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.
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, REMIC II and REMIC III 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 Class A
Certificates and Class SB Certificates will constitute "regular interests" in
REMIC III, and the Class R-I, Class R-II and Class R-III 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.
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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
