EXHIBIT
September 28, 2000
Impac Secured Assets Corp.
1401 Dove Street
Newport Beach, California 92660
Opinion: Tax Opinion
Impac Secured Assets Corp.
Mortgage Pass-Through Certificates, Series 2000-3
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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 September 1, 2000 (the "Mortgage Loan Purchase
Agreement"), among the Seller, the Depositor and IMH, (ii) the Pooling and
Servicing Agreement, dated as of September 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 2000-3 (collectively, the "Certificates"), (iii) the
Underwriting Agreement, dated September 26, 2000 (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 September 28,
2000 (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 September
26, 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 September 28, 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.
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
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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.
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
