EXHIBIT 8.1

          [LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN]


                                 March 31, 1997

Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One, Suite 110
Torrance, California 90505

Ladies and Gentlemen:

     You have requested our opinion regarding the material federal income tax
consequences of the exchange pursuant to the offer (the "Exchange Offer") by
Imperial Credit Industries, Inc. (the "Company") of its 9 7/8% Senior Notes due
2007 (the "Old "Notes") for its 9 7/8% Series B Senior Notes due 2007 (the "New
Notes").

     In formulating our opinion as to the matters certified, we have examined
such documents as we have deemed appropriate, including the Registration
Statement of the Company on Form S-4 (Registration No. 333-22141), as amended,
filed with the Securities and Exchange Commission on February 21, 1997 pursuant
to the Securities Act of 1933, as amended (the "Registration Statement").  In
addition, we have obtained such additional information as we have deemed
relevant and necessary through consultation with various officers and
representatives of the Company.

     The terms of the Exchange Offer, the Old Notes and the New Notes, which are
set forth in the Registration Statement, are incorporated herein by reference.

     Based upon the terms of the Exchange Offer, the Old Notes and the New
Notes, as set forth in the Registration Statement, it is our opinion that the
summary set forth under the heading "Certain U.S. Federal Income Tax
Consequences" in the Registration Statement accurately describes, in all
material respects, the material federal income tax consequences of the
consummation of the Exchange Offer to the holders of the Old Notes.

     The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated and
proposed thereunder, published pronouncements of the Internal Revenue Service
and case law, and of which may be changed at any time with retroactive effect.
No opinion is expressed on any matters other than those specifically referred to
herein.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                     Very truly yours,

                                     Freshman, Marantz, Orlanski, Cooper & Klein