EXHIBIT 5.1

                      [LETTERHEAD OF SULLIVAN & CROMWELL]


                                           May 19, 1997


Bank Plus Corporation,
   4565 Colorado Boulevard,
      Los Angeles, California 90039

Dear Sirs:

          In connection with the registration under the Securities Act of 1933
(the "Act") of $51,750,000 principal amount of 12% Senior Notes Due 2007 (the
"Securities") of Bank Plus Corporation, a Delaware corporation (the "Company"),
we, as your counsel, have examined such corporate records, certificates and
other documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
    
          Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act, the
Indenture relating to the Securities has been duly executed and delivered, the
terms of the Securities and of their issuance      

 
Bank Plus Corporation,                                                       -2-


and sale have been duly established in conformity with the Indenture so as not
to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

          The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

          We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.

 
Bank Plus Corporation,                                                       -3-


          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Senior Notes" in the Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act.

                                           Very truly yours,



                                           Sullivan & Cromwell