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 5, 2001
IMPAC MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or Other Jurisdiction of Incorporation)
0-19861 33-0675505
(Commission File Number) (I.R.S. Employer Identification No.)
1401 Dove Street
Newport Beach, California 92660
(Address of Principal Executive Offices, Including Zip Code)
(949) 475-3600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. Other Events
This filing is made to effect the incorporation by reference of the accompanying
exhibit in the Company's Registration Statement No. 333-63456 on Form S-3, filed
with the Securities and Exchange Commission, which became effective on August
30, 2001 (Attached as Annex A).
ITEM 7. Exhibits
(c) Exhibits
5.3 - Legal Opinion of Kirkpatrick & Lockhart LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMPAC MORTGAGE HOLDINGS, INC.
By: /s/ RICHARD J. JOHNSON
--------------------------
Richard J. Johnson
Executive Vice President and
Chief Financial Officer
Date: September 5, 2001
ANNEX A
Exhibit 5.3
August 30, 2001
Impac Mortgage Holdings, Inc.
20371 Irvine Avenue
Santa Ana Heights, CA 92707
Re: Impac Mortgage Holdings, Inc.
Registration Statement on Form S-3
Dear Sir/Madam:
At your request, we have examined the Registration Statement on Form S-3 of
Impac Mortgage Holdings, Inc., a Maryland corporation (the "Company") (the
"Registration Statement"), exhibits filed or to be filed in connection therewith
and the form of prospectus contained therein, which you have filed with the
Securities and Exchange Commission ("SEC") in connection with the possible offer
and sale from time to time of up to 4,232,288 shares (the "Shares") of Common
Stock $.01 par value per share (the "Common Stock") by a stockholder of the
Company in the manner described in the Registration Statement. This opinion is
being delivered in accordance with the requirements of Item 601(b) (5) of
Regulation S-K under the Securities Act.
For purposes of this opinion, we have examined such matters of law and
originals, or copies, certified or otherwise, identified to our satisfaction, of
such documents, corporate records of the Company relating to the authorization,
offering and issuance of the Shares and other instruments as we have deemed
necessary.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of the originals of all such latter
documents. We have also assumed the due execution and delivery of all
documentswhere due execution and delivery are prerequisites to the effectiveness
thereof. We have relied upon certificates of public officials and certificates
of officers of the Company for the accuracy of material, factual matters
contained therein which were not independently established.
Based upon the foregoing and all other instruments, documents and matters
examined for the rendering of this opinion, it is our opinion that the Shares
have been duly authorized and are validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of any laws, orders or
judgments of any state or jurisdiction other than federal securities laws and
the substantive laws of the State of California and Maryland. Further, our
opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We consent to the use of our name under the caption "Legal Matters", in the
Prospectus, constituting part of the Registration Statement, and to the filing
of this opinion as an exhibit to the Registration Statement.
By giving you this opinion and consent, we do not admit that we are experts with
respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act of
1933, as amended, or the rules and regulations promulgated thereunder by the
SEC, nor do we admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ KIRKPATRICK & LOCKHART LLP
Kirkpatrick & Lockhart LLP