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


                                 July 11, 1997



ICIFC Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California  92707


          Re:  ICIFC Secured Assets Corp.
               Mortgage Pass-Through Certificates
               Registration Statement on Form S-3
               ---------------------------------------


Ladies and Gentlemen:

          We have acted as special counsel to ICIFC Secured Assets Corp., a
California corporation (the "Registrant") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of Mortgage Pass-
Through Certificates (the "Certificates"), and the related preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement").
The Certificates are issuable in series under separate pooling and servicing
agreements (each such agreement, a "Pooling and Servicing Agreement"), among the
Registrant, a master servicer to be identified in the prospectus supplement for
such series of Certificates and a trustee to be identified in the prospectus
supplement for such series of Certificates.  Each Pooling and Servicing
Agreement will be substantially in the form filed as an Exhibit to the
Registration Statement.

          In connection with rendering this opinion letter, we have examined the
forms of the Pooling and Servicing Agreements contained as Exhibits in the
Registration Statement, the Registration Statement and such records and other
documents as we have deemed necessary.  As to matters of fact, we have examined
and relied upon representations or certifications of officers of the Registrant
or public officials.  We have assumed the authenticity of all documents
submitted to 

 
ICIFC Secured Assets Corp.
Page 2

us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents. We have
assumed that all parties, other than the Registrant, had the corporate power and
authority to enter into and perform all obligations thereunder, and, as to such
parties, we also have assumed the enforceability of such documents.

          In rendering this opinion letter, we express no opinion as to the laws
of any jurisdiction other than the laws of the State of California, nor do we
express any opinion, either implicitly or otherwise, on any issue not expressly
addressed below.  In rendering this opinion letter, we have not passed upon and
do not pass upon the application of "doing business" or the securities laws of
any jurisdiction.  This opinion letter is further subject to the qualification
that enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other laws affecting the enforcement
of the rights of creditors generally and (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law.

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

          1.   When a Pooling and Servicing Agreement for a series of
Certificates has been duly authorized by all necessary action and duly executed
and delivered by the parties thereto, such Pooling and Servicing Agreement will
be a legal and valid obligation of the Registrant.

          2.   When a Pooling and Servicing Agreement for a series of
Certificates has been duly authorized by all necessary action and duly executed
and delivered by the parties thereto, and when the Certificates of such series
have been duly executed and authenticated in accordance with the provisions of
that Pooling and Servicing Agreement, and issued and sold as contemplated in the
Registration Statement and the prospectus and prospectus supplement delivered in
connection therewith, such Certificates will be legally and validly issued and
outstanding, fully paid and non-assessable, and the holders of such Certificates
will be entitled to the benefits of that Pooling and Servicing Agreement.

 
ICIFC Secured Assets Corp.
Page 3

          We hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement, and to the use of our name in the prospectus and
prospectus supplement included in the Registration Statement under the heading
"Legal Matters", without admitting that we are "experts" within the meaning of
the Act, and the rules and regulations thereunder, with respect to any part of
the Registration Statement, including this Exhibit.


                                             Very truly yours,


                                             /s/ FRESHMAN, MARANTZ, ORLANSKI
                                                 COOPER & KLEIN
                                             -------------------------------
                                             Freshman, Marantz, Orlanski,
                                             Cooper & Klein