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Exhibit 5.2
[LETTERHEAD OF ANDREWS & KURTH L.L.P.]
September 12, 1996
FIRSTPLUS INVESTMENT CORPORATION
3773 Howard Hughes Parkway
Suite 300N
Las Vegas, Nevada 89109
Re: FIRSTPLUS INVESTMENT CORPORATION
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for FIRSTPLUS INVESTMENT CORPORATION,
a corporation organized under the laws of the State of Nevada (the "Company"),
and certain trusts, all of the beneficial ownership of which will be initially
owned by the Company (each, an "Issuer"), in connection with the proposed
issuance by each Issuer of Asset Backed Notes (the "Notes"). The Notes of a
series are to be issued and secured pursuant to an Indenture for such series,
each between the applicable Issuer and the Indenture Trustee (as defined
therein). The Indenture, in the form filed with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended
(the "1933 Act"), is herein referred to as the "Indenture."
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Issuer's form of organizational documents, the form
of Indenture and the form of Notes included therein and such other documents,
records, certificates of the Issuer and public officials and other instruments
as we have deemed necessary for the purposes of rendering this opinion. In
addition, we have assumed that the Indenture as completed for each series will
be duly executed and delivered by each of the parties thereto; that the Notes as
completed for each series will be duly executed and delivered substantially in
the forms contemplated by the Indenture; and that the Notes for each series will
be sold as described in the Registration Statement.
Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that the Notes are in due
and proper form and, assuming the due authorization, execution and delivery of
the Indenture of each series by the applicable Issuer and the Indenture
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FIRSTPLUS INVESTMENT CORPORATION
September 12, 1996
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Trustee and the due authorization of the Notes for each series by all necessary
action on the part of the applicable Issuer, when the Notes for each series have
been validly executed, authenticated and issued in accordance with the
applicable Indenture and delivered against payment therefor, the Notes for each
series will be valid and binding obligations of the applicable Issuer,
enforceable against the applicable Issuer in accordance with their terms, except
that the enforceability thereof may be subject to (a) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent or preferential conveyance
or other similar laws now or hereinafter in effect relating to creditors' rights
generally and (b) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The opinion expressed above is subject to the qualification that we do
not purport to be experts as to the laws of any jurisdiction other than the
federal laws of the United States of America and the laws of the States of Texas
and New York, and we express no opinion herein as to the effect that the laws
and decisions of courts of any such other jurisdiction may have upon such
opinions.
We consent to the use and filing of this opinion as Exhibit 5.2 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and the Prospectus contained therein. In
giving such consent we do not imply or admit that we are an expert with respect
to any part of the Registration Statement, including this exhibit, within the
meaning of the term "expert" as used in the 1933 Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
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