September 22, 1998



FIRSTPLUS Investment Corporation
600 Viceroy, 7th Floor
Dallas, Texas  75235

       Re:      FIRSTPLUS Investment Corporation,
                Registration Statement on Form S-3 (File No. 333-58049)

Ladies and Gentlemen:

          We have acted as counsel for FIRSTPLUS Investment Corporation, a
Nevada corporation (the "Company"), in connection with the preparation and
filing of a registration statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, relating to one or more Series
(each, a "Series") of the Company's Asset Backed Notes (the "Notes") and Asset
Backed Certificates (the "Certificates," and together with the Notes, the
"Securities"). As set forth in the Registration Statement, each Series of
Securities will be issued under and pursuant to the conditions of a separate
pooling and servicing agreement, trust agreement or indenture (each, an
"Agreement") among the Company, a trustee (the "Trustee") and where
appropriate, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for such Series of Securities.

          We have examined copies of the Company's Amended and Restated
Articles of Incorporation, the Company's By-laws and forms of each Agreement,
as filed or incorporated by reference as exhibits to the Registration
Statement, and the forms of Securities included in any Agreement so filed or
incorporated by reference in the Registration Statement and such other
records, documents and statutes as we have deemed necessary for purposes of
this opinion.

          Based upon the foregoing, we are of the opinion that:

          1. When any Agreement relating to a Series of Securities has been
          duly and validly authorized by all necessary action on the part of
          the Company and has been duly executed and delivered by the Company,
          the Servicer, if any, the Trustee and any other party thereto, such
          Agreement will constitute a legal, valid and binding agreement of
          the Company, enforceable against the Company in accordance with its
          terms, except as enforcement thereof may be limited by bankruptcy,
          insolvency or other laws relating to or affecting creditors' rights
          generally or by general equity principles.

          2. When a Series of Securities has been duly authorized by all
          necessary action on the part of the Company (subject to the terms
          thereof being otherwise in compliance with applicable law at such
          time), duly executed and authenticated by the Trustee for such
          Series in accordance with the terms of the related Agreement and
          issued and delivered against payment therefor as described in the
          Registration Statement, such Series of Securities will be legally
          and validly issued and the holders thereof will be entitled to the
          benefits of the related Agreement, and in the case of a Series of
          Certificates, such Certificates will be fully paid and
          nonassessable.

          3. The information set forth in each Prospectus and Prospectus
          Supplement under the caption "Material Federal Income Tax
          Consequences," to the extent it constitutes matters of law or legal
          conclusions, is correct in all material respects. The opinions set
          forth in each Prospectus and Prospectus Supplement under the heading
          "Material Federal Income Tax Consequences" are hereby confirmed and
          adopted.

          In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America.

          We hereby consent to the filing of this letter and to the references
to this firm under the headings "Legal Opinions" and "Material Federal Income
Tax Consequences" in the Prospectus and Prospectus Supplement, without
implying or admitting that we are "experts" within the meaning of the Act or
the rules and regulations of the Commission issued thereunder, with respect to
any part of the Prospectus or Prospectus Supplement.

                                          Very truly yours,

                                          /s/ Brown & Wood LLP