EXHIBIT
June 29, 2000
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2000-2
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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 June 1, 2000 (the "Mortgage Loan Purchase Agreement"),
among the Seller, the Depositor and IMH, (ii) the Pooling and Servicing
Agreement, dated as of June 1, 2000 (the "Pooling and Servicing Agreement"),
among the Depositor, 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
2000-2 (collectively, the "Certificates"), (iii) the Underwriting Agreement,
dated June 27, 2000 (the "Underwriting Agreement"), among the Depositor, the
Seller, IMH and Credit Suisse First Boston Corporation (the "Underwriter")
pursuant to which certain Certificates were sold (the "Underwritten
Certificates"), (iv) the Purchase Agreement, dated June 29, 2000 (the "Purchase
Agreement"), among the Depositor, the Seller, IMH and Credit Suisse First Boston
Corporation (the "Purchaser") pursuant to which certain Certificates were sold
(the "Purchased Certificates"), (v) the Prospectus Supplement, dated June 27,
2000 (the "Prospectus Supplement") and the Base Prospectus to which it relates,
dated June 27, 2000 (the "Base Prospectus"; together with the Prospectus
Supplement, the "Prospectus") and (vi) the Private Placement Memorandum, dated
June 29, 2000 (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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Impac Secured Assets Corp., Series 2000-2 Page 2
June 29, 2000
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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Impac Secured Assets Corp., Series 2000-2 Page 3
June 29, 2000
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
