Exhibit 5.1


                                January 21, 1998



First Alliance Mortgage Company
17305 Von Karman Avenue
Irvine, California  92614-6203

         Re: First Alliance Mortgage Company
             Mortgage Loan Asset Backed Certificates
             Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as counsel to First Alliance Mortgage Company (the
"Company") in connection with the preparation and filing of the registration
statement on Form S-3 (such registration statement, the "Registration
Statement") being filed today with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of
Mortgage Loan Asset Backed Certificates (the "Certificates") which you plan to
offer in series, each series to be issued under a separate pooling and servicing
agreement (a "Pooling and Servicing Agreement"), in substantially the form set
forth as an exhibit to the Registration Statement, among the Company in its
capacity as the "Seller" and the "Servicer", and a trustee (the "Trustee") to be
identified in the prospectus supplement for such series of Certificates.

         We have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such documents and records of
the Company and such other instruments and other certificates of public
officials, officers and representatives of the Company and such other persons,
and we have made such investigations of law, as we deemed appropriate as a basis
for the opinions expressed below.

         The opinions expressed below are subject to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting creditors'
rights generally and to general equity principles.







         This opinion is limited to matters involving the Federal laws of the
United States of America and the laws of the State of California. All opinions
expressed herein are based on laws, regulations and policy guidelines currently
in force and may be affected by future regulations.

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

         1. When, in respect of a series of Certificates, a Pooling and
Servicing Agreement has been duly authorized by all necessary action and duly
executed and delivered by the Company and the Trustee for such series, such
Pooling and Servicing Agreement, will be a valid and legally binding obligation
of the Company; and

         2. When a Pooling and Servicing Agreement for a series of Certificates
has been duly authorized by all necessary action and duly executed and delivered
by the Company and the Trustee for such series, and when the Certificates of
such series have been duly executed and authenticated in accordance with the
provisions of the Pooling and Servicing Agreement, and issued and sold as
contemplated in the Registration Statement and the prospectus, as amended or
supplemented, delivered pursuant to Section 5 of the Act in connection
therewith, such Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders of such Certificates will be entitled to the
benefits of such Pooling and Servicing Agreement.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm in the Registration
Statement and the related prospectus under the heading "Legal Matters".

         This opinion is furnished by us as counsel to the company and is solely
for the benefit of the addressee thereof. It may not be relied upon by any other
person or for any other purpose without our prior written consent.


                                         Very truly yours,


                                         /S/ Arter & Hadden LLP
                                         -----------------------
                                         Arter & Hadden LLP