Exhibit 5.1

                              MAYER, BROWN & PLATT

                             350 South Grand Avenue
                                   25th Floor
                       Los Angeles, California 90071-1503

                                                                    MAIN PHONE
                                                                  (213) 229-9500
                                                                     MAIN FAX
                                                                  (213) 625-0248

                                October 12, 2001

Imperial Credit Industries, Inc.
23550 Hawthorne Blvd.
Building 1, Suite 110
Torrance, California 90505

Ladies and Gentlemen:

         We have acted as counsel to Imperial Credit Industries, Inc. (the
"Company") in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement") relating to the sale by the selling
security holders identified therein from time to time of up to 9,413,232 shares
of the Company's common stock (the "Shares"), of which 8,113,232 shares were
issued to Imperial Holdings Group, LLC in connection with the Company's
recapitalization transactions provided for in the Master Recapitalization
Agreement, dated as of March 29, 2001, by and among the Company and certain
investors named therein, as amended (the "Recapitalization Agreement") and the
remaining 1,300,000 shares were issued to H. Wayne Snavely ("Snavely"), the
Company's former chief executive office, pursuant to that certain Employment
Severance Agreement, Settlement Agreement and General Release, dated August 1,
2001, between the Company and Snavely (the "Severance Agreement").

         We have examined the Recapitalization Agreement, the Severance
Agreement and such other documents, and have considered such questions of law,
as we have considered necessary or appropriate for the purposes of the opinions
set forth below. In rendering such opinions, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and, with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates and statements
of officers of the Company and of public officials.


CHARLOTTE       CHICAGO      COLOGNE       FRANKFURT       HOUSTON        LONDON
    LOS ANGELES       NEW YORK      PALO ALTO      PARIS      WASHINGTON
   INDEPENDENT MEXICO CITY CORRESPONDENT: JAUREGUI, NAVARRETE, NADER Y ROJAS



MAYER, BROWN & PLATT


  Imperial Credit Industries, Inc.
  October 12, 2001
  Page 2


         Based on the foregoing, we are of the opinion that the Shares are
  legally issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
  Registration Statement and to the reference to our firm under the heading
  "Legal Matters" in the prospectus constituting part of the Registration
  Statement.


                                        /S/ MAYER, BROWN & PLATT