Exhibit 5.1
                                                 August 12, 1998

Imperial Credit Commercial Mortgage
   Acceptance Corp.
11601 Wilshire Boulevard No. 2080
Los Angeles, California  90025

                     Re:  Collateralized Mortgage Bonds
                          -----------------------------   
Gentlemen:

     We have acted as special  counsel to Imperial  Credit  Commercial  Mortgage
Acceptance Corp. (the "Depositor") in connection with the Registration Statement
on Form S-3 (the  "Registration  Statement"),  which  Registration  Statement is
being filed with the  Securities  and Exchange  Commission  (the  "Commission"),
pursuant to the Securities  Act of 1933, as amended (the "Act").  The Prospectus
describes Collateralized Mortgage Bonds ("Bonds") to be sold by the Depositor in
one or more series  (each,  a "Series")  of Bonds.  Each Series of Bonds will be
issued under a separate  indenture (each, an "Indenture")  between the Depositor
or a trust formed by the Depositor (in either case, the "Issuer"),  an indenture
trustee (an "Indenture  Trustee")  and, if applicable,  such other parties to be
identified in the Prospectus  Supplement for such Series.  The form of Indenture
(an "Indenture") is filed as an exhibit to Depositor's  Registration  Statement.
Capitalized  terms used and not  otherwise  defined  herein have the  respective
meanings given to such terms in the Registration Statement.

     In rendering the opinions set forth below, we have examined and relied upon
the following:  (1) the Registration  Statement,  the Prospectus and the form of
Prospectus  Supplement  constituting a part thereof,  each  substantially in the
form filed with the Commission;  (2) the Indenture and (3) such other documents,
materials and  authorities as we have deemed  necessary in order to enable us to
render our opinion set forth  below.  We express no opinion  with respect to any
Series of Bonds for which we do not act as counsel to the Depositor.

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

          1. When an  Indenture  for a Series of Bonds has been duly and validly
     authorized,  executed and delivered by the Depositor,  an Indenture Trustee
     and any other party thereto,  such  Indenture  will  constitute a valid and
     legally binding agreement of the Issuer,  enforceable against the Issuer in
     accordance with its terms,  subject to applicable  bankruptcy,  insolvency,
     fraudulent conveyance,  reorganization,  moratorium,  receivership or other
     laws relating to creditors' rights generally,  and to general principles of
     equity including  principles of commercial  reasonableness,  good faith and
     fair dealing  (regardless of whether  enforcement is sought in a proceeding
     at law or in  equity),  and  except  that the  enforcement  of rights  with
     respect to indemnification  and contribution  obligations may be limited by
     applicable law.

          2. When an  Indenture  for a Series of Bonds has been duly and validly
     authorized,  executed and delivered by the Issuer, an Indenture Trustee and
     any  other  party  thereto,  and the  Bonds of such  Series  have been duly
     executed,  authenticated,   delivered  and  sold  as  contemplated  in  the
     Registration  Statement,  such Bonds will be legally  and  validly  issued,
     fully paid and nonassessable obligations of the Issuer, enforceable against
     the Issuer in accordance with its terms, subject to applicable  bankruptcy,
     insolvency, fraudulent conveyance, reorganization, moratorium, receivership
     or other laws  relating  to  creditors'  rights  generally,  and to general
     principles of equity  including  principles  of commercial  reasonableness,
     good faith and fair dealing (regardless of whether enforcement is sought in
     a  proceeding  at law  or in  equity),  and  will  be  validly  issued  and
     outstanding and entitled to the benefits provided by the Indenture.

          3. The description of federal income tax consequences  appearing under
     the heading "Federal Income Tax Consequences" in the Prospectus  accurately
     describes  the  material  federal  income  tax  consequences  to holders of
     Offered  Bonds under  existing  law and subject to the  qualifications  and
     assumptions stated therein.

     We hereby  consent  to the  filing  of this  letter  as an  exhibit  to the
Registration  Statement  and to the  reference  to this firm under the  headings
"Legal Matters" and "Federal Income Tax  Consequences" in the Prospectus,  which
is a part of the Registration Statement.  This consent is not to be construed as
an admission that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.

                                        Very truly yours,


                                        /s/ Cadwalader, Wickersham & Taft