March 17, 1998

IDS Certificate Company
IDS Tower 10
Minneapolis, MN  55440-0010

Ladies and Gentlemen:

Reference is made to your Registration  Statement,  No. 2-55252,  Form S-1 under
the  Securities  Act of 1933,  registering  an indefinite  number of face-amount
certificates pursuant to Rule 24f-2 under the Securities Act of 1933.

     I have examined the  Certificate  of  Incorporation  and the By-Laws of IDS
Certificate  Company (the  "Company") and all necessary  certificates,  permits,
minute books,  documents and records of the Company, and the applicable statutes
of the State of Delaware and such other matters of fact and law as I have deemed
necessary, and it is my opinion:


(a)     That the Company is a corporation duly organized and existing under the
        laws of the State of Delaware.

(b)     That the face-amount certificates issued by the Company since Dec. 31, 
        1996, were legal and non-assessable when sold in accordance with 
        applicable federal and state securities laws and except for face-amount 
        certificates of the installment type, were fully paid, and that such 
        face-amount certificates were binding obligations of the Company.


I hereby consent that the foregoing  opinion may be used in connection  with 
this Post-Effective Amendment.

Very truly yours,

Bruce A. Kohn

Vice President and General Counsel
(612) 671-2221

BAK/lal