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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
September 11, 1997
FIRSTPLUS Investment Corporation
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-26527 75-2596063
______________________________ ____________ _________________
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3773 Howard Hughes Parkway
Suite 300N
Las Vegas, Nevada 89109
__________________________ ___________________
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (702) 866-2236
No Change
___________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.1
____________
Filing of Certain Materials
FIRSTPLUS Investment Corporation (the "Company") is filing an opinion
regarding the legality of the securities being offered and regarding tax
matters with the Securities and Exchange Commission as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 333-26527).
____________________
1 Capitalized terms used but not otherwise defined herein
shall have the same meanings ascribed to them in the Prospectus.
Item 7. Financial Statements; Pro Forma Financial Information
and Exhibits.
________________________________________________________
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Opinion of Brown & Wood LLP, regarding the legality of
the securities being offered and regarding tax matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRSTPLUS Investment Corporation
By: /s/ Lee F. Reddin
____________________________
Name: Lee F. Reddin
Title: Vice President
Dated: September 11, 1997
EXHIBIT INDEX
_____________
Exhibit No. Description Page No.
___________ ___________ ________
99.1 Opinion of Brown & Wood LLP P
Exhibit 99.1 Opinion of Brown & Wood LLP (P)
Brown & Wood LLP
815 Connecticut Avenue, N.W.
Washington, D.C. 20006-4004
Telephone: 202-973-0600
Facsimile: 202-223-0485
September 11, 1997
FIRSTPLUS Investment Corporation
600 Viceroy, 7th Floor
Dallas, Texas 75235
Re: FIRSTPLUS Investment Corporation, Registration
Statement on Form S-3 (File No. 333-26527)
________________________________________________
Ladies and Gentlemen:
We have acted as counsel for FIRSTPLUS Investment Corporation, a
Nevada corporation (the "Company"), in connection with the offering, from
time to time, in one or more Series (each, a "Series") of the Company's Asset
Backed Notes (the "Notes") and Asset Backed Certificates (the "Certificates,"
and together with the Notes, the "Securities"). The Securities have been
registered pursuant to the Securities Act of 1933, as amended (the "Act"),
by means of a Registration Statement of the Company on Form S-3 (File No. 333-
26527), which was declared effective by the Securities and Exchange
Commission on May 29, 1997 (the "Registration Statement"). The Securities
will be offered pursuant to the prospectus, as supplemented by a prospectus
supplement (the "Base Prospectus" and "Prospectus Supplement," respectively),
which will be filed with the Commission pursuant to Rule 424 under the
Securities Exchange Act. As set forth in the Registration Statement, each
Series of Securities will be issued under and pursuant to the conditions of
a separate pooling and servicing agreement, trust agreement or indenture (each,
an "Agreement") among the Company, a trustee (the "Trustee") and where
appropriate, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for such Series of Securities.
We have examined copies of the Company's Amended and Restated
Articles of Incorporation, the Company's By-laws and forms of each Agreement,
as filed or incorporated by reference as exhibits to the Registration
Statement, and the forms of Securities included in any Agreement so filed or
incorporated by reference in the Registration Statement and such other
records, documents and statutes as we have deemed necessary for purposes of
this opinion.
Based upon the foregoing, we are of the opinion that:
i. When any Agreement relating to a Series of Securities has been
duly and validly authorized by all necessary action on the part of the
Company and has been duly executed and delivered by the Company, the
Servicer, if any, the Trustee and any other party thereto, such
Agreement will constitute a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws relating to or affecting creditors' rights generally or by
general equity principles.
ii. When a Series of Securities has been duly authorized by all
necessary action on the part of the Company (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 Agreement and issued and
delivered against payment therefor as described in the Registration
Statement, such Series of Securities will be legally and validly issued,
fully paid and nonassessable, and the holders thereof will be entitled
to the benefits of the related Agreement.
We have also advised the Company with respect to certain federal
income tax consequences of the proposed issuance of the Notes and the
Certificates. This advice is summarized under "Certain Federal Income Tax
Consequences" in the Base Prospectus. Such description does not purport to
discuss all possible federal income tax ramifications of the proposed
issuance, but with respect to those federal income tax consequences that are
discussed, in our opinion, the description is accurate in all material
respects.
In rendering the foregoing opinions, we express no opinion as to
the laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein) and the federal laws of the
United States of America.
We hereby consent to the filing of this letter and to the
references to this firm under the headings "Legal Opinions" and "Certain
Federal Income Tax Consequences" in the Base Prospectus and Prospectus
Supplement, without implying or admitting that we are "experts" within the
meaning of the Act or the rules and regulations of the Commission issued
thereunder, with respect to any part of the Base Prospectus and Prospectus
Supplement.
Very truly yours,
/s/ Brown & Wood LLP
