EXHIBIT 5.1

           LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN


                                November 7, 1997



Franchise Mortgage Acceptance Company
2049 Century Park East, Suite 350
Los Angeles, California 90067


Ladies and Gentlemen:

We have acted as counsel to Franchise Mortgage Acceptance Company, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "SEC") of the Registration Statement
on Form S-1, File No. 333-34481 together with Amendment No. 1 and Amendment No.
2 thereto (collectively, the "Registration Statement"), of the Company, with
exhibits as filed in connection therewith and the form of prospectus contained
therein, for registration under the Securities Act of 1933, as amended (the
"Securities Act"), of up to 10,062,500 shares of the Company's Common Stock (the
"Shares"), par value $0.001 per share (the "Common Stock"), including 796,875
shares which may be purchased from the Company and 515,625 shares which may be
purchased from the Selling Stockholders to cover over-allotments, if any.  The
shares are being sold to NationsBanc Montgomery Securities, Inc., Credit Suisse
First Boston and PaineWebber Incorporated, as the representatives of the several
underwriters (the "Underwriters"), pursuant to an underwriting agreement to be
entered into by and among the Company, the Selling Stockholders and the
Underwriters (the "Underwriting Agreement").

For the purpose of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary.  In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents.  We have also assumed the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof.  We have relied upon certificates of public officials and
certificates of officers of the Company for the accuracy of material, factual
matters contained therein which were not independently established.

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Based on the foregoing and on all other instruments, documents and matters
examined for the rendering of this opinion, it is our opinion that, subject to
the effectiveness of the Registration Statement with the SEC (such Registration
Statement as amended and finally declared effective, and the form of Prospectus
contained therein or subsequently filed pursuant to Rule 430A of Rule 424 under
the Securities Act, being hereinafter referred to as the "Registration
Statement" and the "Prospectus," respectively) upon the sale and issuance of the
Shares in the manner referred to in the Registration Statement and in accordance
with the terms of the Underwriting Agreement, and upon payment therefor, the
Shares will be legally issued, fully paid and non-assessable shares of the
Common Stock of the Company.

We express no opinion as to the applicability or effect of any laws, orders or
judgments of any state or jurisdiction other than the substantive laws of the
State of Delaware.  Further, our opinion is based solely upon existing laws,
rules and regulations, and we undertake no obligation to advise you of any
changes that may be brought to our attention after the date hereof.

We consent to the use of our name under the captioned "Legal Matters" in the
Prospectus, constituting part of the Registration Statement, and to the filing
of this opinion as an exhibit to the Registration Statement.

By giving you this opinion and consent, we do not admit that we are experts with
respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act, or the
rules and regulations promulgated thereunder by the SEC, nor do we admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.


                              Very truly yours,
 

                              /s/ Freshman, Marantz, Orlanski, Cooper & Klein

                              FRESHMAN, MARANTZ, ORLANSKI,
                                   COOPER & KLEIN

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