EXHIBIT 5.1


                       [KIRKLAND & ELLIS LLP LETTERHEAD]


                               January 20, 2004


Liberte Investors, Inc.
200 Crescent Court, Suite 1365
Dallas, Texas 75201

Ladies and Gentlemen:

         We are acting as special counsel to Liberte Investors, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of (i) subscription rights (the "Rights") to be distributed in
connection with a rights offering (the "Rights Offering") by the Company to the
holders (the "Holders") of record of its common stock, par value $0.01 per
share, and (ii) up to 12,559,552 shares (the "Shares") of the Company's Common
Stock issuable upon the exercise of the Rights, pursuant to a Registration
Statement on Form S-1, originally filed with the Securities and Exchange
Commission (the "Commission") on December 15, 2003 under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement").

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Company, including the Restated Certificate of Incorporation of the Company (the
"Restated Certificate") to be filed with the Secretary of State of the State of
Delaware prior to the sale of the Rights (ii) minutes and records of the
corporate proceedings of the Company with respect to the issuance and sale of
the Rights and the Shares (iii) a copy of a specimen Subscription Rights
Certificate representing the Rights and (iv) a copy of a specimen stock
certificate representing the shares.

         For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due



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January 20, 2004
Page 2

authorization, execution and delivery of all documents by the parties thereto
other than the Company. We have not independently established or verified any
facts relevant to the opinions expressed herein, but have relied upon statements
and representations of officers and other representatives of the Company and
others.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:

          (i)  The issuance of the Rights has been duly authorized; when the
               Registration Statement becomes effective under the Act and the
               Rights are distributed to the Holders as contemplated in the
               Registration Statement, they will be validly issued and binding
               obligations of the Company enforceable against the Company in
               accordance with their terms, except as such enforcement may be
               limited by (A) bankruptcy, insolvency, reorganization, fraudulent
               conveyance, moratorium or other similar laws now or hereafter in
               effect relating to creditor's rights generally and (B) general
               principles of equity (regardless of whether enforceability is
               considered in a proceeding at law or in equity).

          (ii) The issuance and sale of the Shares upon exercise of the Rights
               have been duly authorized and when (i) the Registration Statement
               becomes effective under the Act, (ii) the Restated Certificate
               has been filed with the Secretary of State of the State of
               Delaware, (iii) the Holders of the Rights have complied with the
               terms of the Rights in connection with the exercise thereof and
               (iv) certificates representing the Shares in the form of the
               specimen certificate have been manually signed by an authorized
               officer of the transfer agent and registrar for the Common Stock
               and registered by such transfer agent and registrar, and have
               been delivered to and paid for as contemplated by the Rights and
               at a price per share not less than the per share par value of the
               Common Stock, the Shares will be validly issued, fully paid and
               nonassessable.

         Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the General Corporation Law of the State of Delaware and the
applicable provisions of the Delaware constitution and reported judicial
decisions interpreting the foregoing.

         We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules



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January 20, 2004
Page 3

and regulations of the Commission. This opinion and consent may be incorporated
by reference in a subsequent registration statement on Form S-1 filed pursuant
to Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offerings contemplated by the Registration Statement.

         We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Primary
Shares and the sale of the Secondary Shares.

         This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the General
Corporation Law of the State of Delaware be changed by legislative action,
judicial decision or otherwise.

         This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.

                                       Sincerely,

                                       /s/ Kirkland & Ellis

                                       KIRKLAND & ELLIS