[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]


                                     September 10, 2004




IndyMac ABS, Inc.
155 North. Lake Avenue
Pasadena, CA 91101

     Re:  IndyMac ABS, Inc.

Ladies and Gentlemen:

     We have acted as special Delaware counsel for IndyMac ABS, Inc., a Delaware
corporation (the "Company") in connection with the issuance from time to time of
the Certificates and Notes (each as defined below), issuable in series (each, a
"Series"). At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a)  The Registration Statement (the "Registration Statement") on Form S-3
          including a preliminary prospectus (the "Prospectus") filed by the
          Company with the Securities and Exchange Commission on ________ __,
          2004, (including the exhibits thereto listed in paragraphs (b) through
          (g) below);

     (b)  A form of the Deposit Trust Agreement (the "Trust Agreement") to be
          entered into by and between IndyMac Bank, F.S.B, as Depositor and
          Wilmington Trust Company, as Owner Trustee (including the exhibits
          thereto) (the "Trust Agreement"), attached as Exhibit 4.4 to the
          Registration Statement;

     (c)  A form of owner trust certificate, attached as Exhibit A to the Trust
          Agreement (individually, a "Certificate," and collectively, the
          "Certificates");

     (d)  A form of the Certificate of Trust attached as Exhibit C to the Trust
          Agreement;



IndyMac ABS, Inc.
September 10, 2004
Page 2


     (e)  A form of the Indenture to be entered into between the Trust and the
          indenture trustee named therein (the "Indenture"), attached as Exhibit
          4.5 to the Registration Statement;

     (f)  A form of note attached as Exhibit A to the Indenture (individually, a
          "Note," and collectively, the "Notes"); and

     (g)  Forms of the Master Servicing Agreement and Loan Purchase Agreement,
          attached as Exhibits 4.6 and 10.1, respectively, to the Registration
          Statement.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

     For purposes of this opinion, we have reviewed the Registration Statement,
the exhibits thereto and other documents which we deemed necessary to give the
opinions expressed herein (which exhibits are listed in paragraphs (b) through
(g) above). We have not reviewed any document (other than the documents listed
in paragraphs (a) through (g) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement
will constitute the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of the Trust, and that the Trust Agreement and the Certificate
of Trust will be in full force and effect and have not been amended, (ii) the
due organization or due formation, as the case may be, and valid existence in
good standing of each party (other than the Trust and the Company) to the
documents examined by us under the laws of the jurisdiction governing its
organization or formation, (iii) that each of the parties (other than the Trust
and persons duly authorized to act on behalf of the Trust) to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (iv) the due execution and
delivery by all parties thereto (other than the Trust and the Company and
persons duly authorized to act on behalf of the Trust and the Company,
respectively) of all documents examined by us, (v) the receipt by each Person to
whom a Certificate or Note is to be issued (collectively, the "Holders") of a
Certificate or Note (as the case may be) for such Certificate or Note (as the
case may be) and the payment for such Certificate or Note (as the case may be)



IndyMac ABS, Inc.
September 10, 2004
Page 3


in accordance with the Trust Agreement (in the case of the Certificates), the
Indenture (in the case of the Notes) and the Registration Statement (in the case
of the Certificates and the Notes) and (vi) that the Certificates and the Notes
are issued and sold to the Holders in accordance with the Trust Agreement (in
the case of the Certificates), the Indenture (in the case of the Notes) and the
Registration Statement (in the case of the Certificates and the Notes). We have
not participated in the preparation of the Registration Statement (other than
Exhibits 5.1(b) and 23.1(b) thereto) and assume no responsibility for its
contents (other than Exhibits 5.1(b) and 23.1(b) hereto).

     This opinion is limited to the laws of the State of Delaware(excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.

     The following opinions regarding enforceability are subject to (i)
applicable bankruptcy, insolvency, reorganization, moratorium, receivership,
fraudulent conveyance and similar laws relating to or affecting the rights and
remedies of creditors generally; (ii) principles of equity (regardless of
whether considered and applied in a proceeding in equity or at law); and (iii)
the effect of applicable public policy on the enforceability of provisions
relating to indemnification or contribution.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, reliances, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:

     1. The Certificates will be validly issued, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

     2. The Trust Agreement will constitute a legal, valid and binding
obligation of the parties thereto, enforceable against the parties thereto in
accordance with its terms.

     3. The Trust will have the power and authority to execute and deliver the
Notes in accordance with the Indenture.

     In connection with the foregoing opinions, we will rely, with your
permission, on one or more opinions of counsel to the Company and other
part(ies) to the Trust Agreement to the effect that the execution and delivery
of, and performance by, the Trust or such other part(ies) (as the case may be)
of the Trust Agreement or the Certificates (as the case may be) (i) have been
duly authorized by such persons and (ii) will not conflict with the provisions
of any other agreement or document to which such persons are a party. In
addition, in connection with the foregoing opinions, we will rely, with your
permission, on (1) an incumbency certificate from a duly authorized officer of
the Company and the other parties to the documents examined


IndyMac ABS, Inc.
September 10, 2004
Page 4

by us (listed in paragraphs (a) though (g) above) certifying the legal capacity
of natural persons who are parties to such documents examined by us, (2) an
officer's certificate of the Company certifying the due formation of the Company
and the execution and delivery of the Trust Agreement and (3) a good standing
certificate of the Secretary of State of Delaware certifying as to the good
standing of the Company with the Secretary of State of Delaware.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Matters" in the form of Prospectus. In
giving the foregoing consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.



                                       Very truly yours,




                                       /s/ Richards, Layton & Finger, P.A.
                                       -----------------------------------
                                           Richards, Layton & Finger, P.A.



GCK/ks