Exhibit 5.1

KRAMER LEVIN NAFTALIS & FRANKEL LLP


                                                     July 19, 2005


Franklin Credit Management Corporation
Six Harrison Street
New York, New York 10036

Dear Ladies and Gentlemen:

         We have acted as counsel to Franklin Credit Management Corporation, a
Delaware corporation (the "Registrant"), in connection with the preparation and
filing of a Registration Statement on Form S-1 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 1,265,000 shares (the "Shares") of common stock, par value $.01 per
share, of the Registrant (the "Common Stock").

         We have reviewed copies of the Registration Statement, the Certificate
of Incorporation of the Registrant, the By-laws of the Registrant and
resolutions of the Board of Directors of the Registrant.

         We have also reviewed such other documents and made such other
investigations as we have deemed appropriate. As to various questions of fact
material to this opinion, we have relied upon statements, representations and
certificates of officers or representatives of the Registrant, public officials
and others. We have not independently verified the facts so relied on.

         Based upon the foregoing, and subject to the qualifications,
limitations and assumptions set forth herein, we are of the opinion that the
Shares will, when issued and sold in the manner described in the Registration
Statement, be legally issued, fully paid and non-assessable.

         We do not express any opinion with respect to any law other than the
General Corporation Law of the State of Delaware. This opinion is rendered only
with respect to the laws and legal interpretations and the facts and
circumstances in effect on the date hereof.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.



                                 Very truly yours,


                                 /s/ Kramer Levin Naftalis & Frankel LLP


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