Exhibit 5.2


                                 June 19, 2001



Impac Mortgage Holdings, Inc.
1401 Dove Street
Newport Beach, California  92660


Ladies and Gentlemen:

     This opinion is furnished in connection with the registration statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the offering from time to time by Impac Mortgage
Holdings, Inc., a Maryland corporation (the "Company") of 2,118,644 shares of
its common stock, par value $0.01 per share (the "Shares").

     In connection with rendering this opinion, we have examined the Company's
Articles of Incorporation, as amended and supplemented to date, Bylaws, as
amended to date, records of the Company's corporate proceedings, the
Registration Statement, and such other certificates, records, and documents as
considered necessary for the purposes of this opinion.

     We are attorneys admitted to practice in the State of Maryland. We express
no opinion concerning the laws of any of the jurisdictions other than the laws
of the United States of America and the State of Maryland.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized by the Company and, when issued and paid for as contemplated by
the Registration Statement, will be duly and validly issued, fully paid, and
non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to our firm under the caption "Legal
Matters" in the prospectus. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act.

                                                        Very truly yours,

                                                        /s/ McKee Nelson LLP