EXHIBIT 5

                     [LETTERHEAD OF MAYER, BROWN & PLATT]


                              September 21, 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-2 (the "Registration Statement") relating to the sale by the selling
security holders identified therein from time to time of $96,400,000 aggregate
principal amount of the Company's 12% Senior Secured Notes due 2005 (the
"Notes") issued pursuant to the indenture between the Company and The Chase
Manhattan Bank and Trust Company, National Association, as Trustee, dated as of
July 3, 2001 (the "Indenture").

     We have examined the Indenture, the Amended and Restated Collateral Agency
and Security Agreement (the "Security 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.

     Based on the foregoing, we are of the opinion that the Notes have been
legally issued by the Company and constitute binding obligations of the Company.



     The opinions expressed above are subject to the following qualifications:

     1.   The legality, validity, binding effect and enforceability of the Notes
and the Indenture may be limited by (a) equitable principles of general
application (whether considered in a proceeding in equity or at law) and
judicial discretion that may limit or affect the availability or granting of
certain equitable remedies (such as specific performance) in certain instances;
and (b) bankruptcy, insolvency, fraudulent conveyance, or transfer,
reorganization, moratorium, or similar laws now or hereafter in effect relating
to or affecting creditors' rights generally.

     2.   The enforceability of the Notes and the Indenture may be limited by
requirements imposed by the California Department of Financial Institutions and
the Federal Deposit Insurance Corporation, or related federal and state legal
requirements. We express no opinion with respect to the ability of holders of
the Notes to realize upon the Collateral (as defined in the Security Agreement)
to the extent that such legal requirements may impose limitations or
restrictions with respect to ownership of such Collateral.

     3.   We express no opinion herein with respect to title of the Company to
the Collateral (as defined in the Security Agreement) or any of its property
subject to, or to the nature and extent of, the liens and security interests
created by or pursuant to the Indenture and the Security Agreement for the
benefit of the holders of the Notes.

     4.   We express no opinion herein with respect to the priority of any liens
and security interests created by or pursuant to the Indenture and the Security
Agreement for the benefit of the holders of the Notes.

     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

                                        MAYER, BROWN & PLATT