August 21, 1998
FIRSTPLUS Financial Group, Inc.
1600 Viceroy Drive
Dallas, Texas 75235
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to FIRSTPLUS Financial Group, Inc., a Nevada
corporation (the "Corporation"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on August 21, 1998, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 2,710,500
shares of the $.01 par value common stock (the "Common Stock") of the
Corporation that may be offered through the Amended and Restated FIRSTPLUS
Financial Group, Inc. 1998 Long- Term Incentive Plan (the "Plan"), restricted
stock grants to Jack Roubinek (the "Grants"), and individual stock option
agreements listed on the cover page of the Registration Statement (the "Option
Agreements").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Articles of Incorporation and the Bylaws of the Corporation, as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the establishment of the Plan, the reservation of 2,710,500
shares of Common Stock to be issued under the Plan, the Grants and the Option
Agreements, and to which the Registration Statement relates, the issuance of
shares of Common Stock pursuant to the Plan, the Grants and the Option
Agreements, and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan, the Grants and the Option Agreements; and (4) such
other documents and instruments as we have deemed necessary for the expression
of the opinions herein contained. In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, and as to the content and form of
the Certificate of Incorporation, the Bylaws, minutes, records, resolutions and
other documents or writings of the Corporation, we have relied, to the extent we
deem reasonably appropriate, upon representations or certificates of officers or
directors of the Corporation and upon documents, records and
instruments furnished to us by the Corporation, without independent check or
verification of their accuracy.
Based upon our examination and consideration of, and reliance on, the
documents and other matters described above, and assuming that: (i) shares to be
sold in the future through the Plan, the Grants and the Option Agreements are
all in accordance with the terms of the Plan, the Grants and the Option
Agreements, (ii) the shares of Common Stock to be issued in the future are duly
issued in accordance with the terms of the Plan, the Grants and the Option
Agreements, (iii) the Corporation maintains an adequate number of authorized but
unissued shares and/or treasury shares of Common Stock available for issuance to
those persons who purchase shares through the Plan, the Grants and the Option
Agreements, and (iv) the consideration for shares of Common Stock issued
pursuant to the Plan, the Grants and the Option Agreements is actually received
by the Corporation as provided in the Plan, the Grants and the Option Agreements
and exceeds the par value of such shares, then we are of the opinion that the
shares of Common Stock issued in accordance with the terms of the Plan, the
Grants and the Option Agreements, or sold through and in accordance with the
terms of the Plan, the Grants and the Option Agreements, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ Ronald J. Frappier
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Ronald J. Frappier