[Cadwalader, Wickersham & Taft Letterhead]



                               November 17, 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 (File No.  333-61305) (as amended by  pre-effective  Amendment No. 2
thereto,  the  "Registration  Statement") 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 (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  (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  opinion  appearing  under  the  heading  "Federal  Income  Tax
     Consequences"  in the  Prospectus  as to the  material  federal  income tax
     consequences  to holders of Offered Bonds  adequately and  accurately  sets
     forth all federal income tax consequences under existing law and subject to
     the qualifications and assumptions stated therein, and we adopt and confirm
     such opinion, 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