1
                                                                     Exhibit 5.1

                                April 16, 1998


Aames Capital Corporation
Aames Capital Acceptance Corp.
350 South Grand Avenue
Los Angeles, California 90071


        Re:    Aames Capital Corporation
               Aames Capital Acceptance Corp.
               Registration Statement on Form S-3
               Registration No. 333-46893

Ladies and Gentlemen:

        We have acted as special counsel to Aames Capital Corporation ("ACC"), a
California corporation, and Aames Capital Acceptance Corp., a Delaware
corporation ("ACAC," and together with ACC, the "Transferors"), in connection
with the authorization and proposed issuance from time to time after the date
hereof in one or more series (each, a "Series") of up to $2,000,000,000
aggregate principal amount of asset-backed certificates (the "Certificates") to
be offered pursuant to a registration statement on Form S-3 (such registration
statement as amended, the "Registration Statement") relating to the
Certificates. The Registration Statement has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "1933
Act"), and the rules and regulations promulgated thereunder. As set forth in the
Registration Statement, each Series of Certificates will be issued under and
pursuant to the conditions of a separate Pooling and Servicing Agreement (each,
a "Pooling and Servicing Agreement") among either ACC or ACAC, as applicable, as
transferor (the "Transferor" for such Series), ACC, as servicer (in such
capacity, the "Servicer"), and a trustee to be identified in the prospectus
supplement for such Series of Certificates (the "Trustee" for such Series).

        We have examined originals or copies, certified or otherwise identified
to our satisfaction of the organizational documents of ACC and ACAC, the form of
Pooling and Servicing Agreement incorporated by reference as an exhibit to the
Registration Statement, the form of Certificates included in such form of
Pooling and Servicing Agreement, the prospectus (the "Prospectus") and the forms
of prospectus supplement filed as an exhibit to the Registration Statement, and
such other records, documents and statutes as we have deemed necessary for the
purpose of this opinion.

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

        1.      When a Pooling and Servicing Agreement for a Series of
Certificates has been duly and validly authorized by all necessary action on the
part of the related Transferor and has been duly executed and delivered by the
related Transferor, the Servicer, the Trustee and any


   2
other party thereto for such Series, such Pooling and Servicing Agreement will
constitute a legally valid and binding agreement of such Transferor, enforceable
against such Transferor, in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunction relief,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.

        2.      When a Series of Certificates has been duly authorized by all
necessary action on the part of the related Transferor (subject to the terms
thereof being otherwise in compliance with applicable law at such time), duly
executed and authenticated by the Trustee for such Series in accordance with the
terms of the related Pooling and Servicing Agreement, and issued and delivered
against payment therefor as contemplated in the Registration Statement, the
Certificates of such Series will be validly issued, fully paid and nonassessable
and the holders thereof will be entitled to the benefits of the related Pooling
and Servicing Agreement, enforceable against the related Transferor, in
accordance with their terms, subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally (including, without limitation, fraudulent conveyance laws), and
general principles of equity, including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunction relief, regardless of
whether such enforceability is considered in a proceeding in equity or at law.

        The opinions expressed above are limited to the federal laws of the
United States of America and the laws of the States of California and Delaware
(excluding choice of law principles therein). We express no opinion herein as to
the laws of any other jurisdiction and no opinion regarding the statutes,
administrative decisions, rules, regulations or requirements of any county,
municipality, subdivision or local authority of any jurisdiction.

        We consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectus, without admitting that we are "experts"
within the meaning of the 1933 Act or the rules or regulations of the Securities
and Exchange Commission thereunder, with respect to any part of the Registration
Statement, including this exhibit.


                                            Respectfully submitted,
                                            /s/O'Melveny & Myers LLP