Exhibit 5.1

December 3, 2015

Impac Mortgage Holdings, Inc.

19500 Jamboree Road

Irvine, CA  92614

Re: Registration Statement on Form S-3 (File No. 333-204513)

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the offer and sale by Impac Mortgage Holdings, Inc., a Maryland corporation (the “Company”), of up to an aggregate of $25,000,000 of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-204513) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus dated June 16, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement dated December 3, 2015 filed with the Commission pursuant to Rule 424(b) promulgated under the Act (together with the Base Prospectus, the “Prospectus”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Articles of Incorporation, as amended or supplemented to date (the “Charter”), and Bylaws, as amended to date, and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the genuineness and authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness of such documents.  We have further assumed that, upon the issuance of any of the Shares, the total number of shares of Common Stock  issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

This opinion letter is based as to matters of law solely on the Maryland General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Maryland General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Maryland Constitution and reported judicial decisions interpreting these laws.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly and validly authorized and, when issued and sold in accordance with the terms of that certain Equity Distribution Agreement by and between the Company and JMP Securities LLC, and that certain Controlled Equity OfferingSM Sales Agreement by and between the Company and Cantor Fitzgerald & Co., each dated December 3, 2015, in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Current Report of the Company on Form 8-K. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

The opinions included herein are expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.