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                                                                     Exhibit 5.2


                                 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, a
California corporation, and Aames Capital Acceptance Corp., a Delaware
corporation (the "Transferor"), 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 bonds (the "Bonds") to be offered pursuant to a registration
statement on Form S-3 (such registration statement as amended, the "Registration
Statement") relating to the Bonds. 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 Bonds will be issued
under and pursuant to the conditions of an indenture (the "Indenture") between
the Transferor or a trust, partnership, limited liability company or corporation
formed by the Transferor solely for the purpose of issuing the related series of
Bonds (the Transferor or any such entity, as applicable, the "Bond Issuer") and
a trustee to be identified in the prospectus supplement for such Series of Bonds
(the "Trustee" for such Series).

        We have examined originals or copies, certified or otherwise identified
to our satisfaction of the Transferor's organizational documents, the form of
Indenture incorporated by reference as an exhibit to the Registration Statement,
the form of Bonds included in such form of Indenture, the prospectus (the
"Prospectus") and the forms of prospectus supplement (the "Prospectus
Supplements") 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 an Indenture for a Series of Bonds has been duly and
validly authorized by all necessary action on the part of the related Bond
Issuer and has been duly executed and delivered by the related Bond Issuer and
the Trustee and any other party thereto for such Series, such Indenture will
constitute a legally valid and binding agreement of the related Bond Issuer,
enforceable against the related Bond Issuer, in accordance with its terms,
subject to


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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 Bonds has been duly authorized by all necessary
action on the part of the related Bond Issuer (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 Indenture, and issued and delivered against payment therefor as
contemplated in the Registration Statement, the Bonds of such Series will be
valid and binding non-recourse obligations of the related Bond Issuer,
enforceable against the related Bond Issuer, 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