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                                                                     Exhibit 5.3

                     [Andrews & Kurth L.L.P. Letterhead]



                                May 22, 1997



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 Certificates (the "Certificates").  The
Certificates of a series are to be issued pursuant to a Trust Agreement (the
"Trust Agreement") for such series, each between the applicable Issuer, a
special purpose entity to be specified therein (the "SPV"), and an owner
trustee to be specified therein (the "Owner Trustee").  A form of the Trust
Agreement has been filed with the Securities and Exchange Commission as an
exhibit to the Company's registration statement on Form S-3 (the "Registration
Statement") filed on May 5, 1997, pursuant to the Securities Act of 1933, as
amended (the "Securities Act").  This opinion is also to be filed as an exhibit
to the Registration Statement.

        We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Company's organizational documents, the Trust's
form of organizational documents, the form of Trust Agreement and the form of
Certificates 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 Trust Agreement as completed for each series will be duly
executed and delivered by each of the parties thereto; that the Certificates as
completed for each series will be duly executed and delivered substantially in
the forms contemplated by the Trust Agreement; and that the Certificates for
each series will be sold as described in the Registration Statement.



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FIRSTPLUS INVESTMENT CORPORATION
May 22, 1997
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        Based upon the foregoing and subject to the limitations and
qualifications set forth below, we are of the opinion that the Certificates are
in due and proper form and, assuming the due authorization, execution and
delivery of the Trust Agreement of each series by the applicable Issuer, the
SPV and the Owner Trustee and the due authorization of the Certificates for
each series by all necessary action on the part of the applicable Issuer, when
the Certificates for each series have been validly executed, authenticated and
issued in accordance with the applicable Trust Agreement and delivered against
payment therefor, the Certificates for each series will be legally issued and
will be fully paid and non-assessable, and entitled to the benefits of the
related Trust Agreement in accordance with their terms.

        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 5.3 to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus Supplement and 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 Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder.


                                                Very truly yours,

                                                /s/ Andrews & Kurth L.L.P.