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                                                                     EXHIBIT 8.1




                                                          Direct Dial:  745-5342
                                                           thelfand@winstead.com


                                ________________


AMRESCO Capital Trust
700 North Pearl Street
Suite 2400
Dallas, Texas 75201


         Re:     REIT Opinion


Ladies and Gentlemen:

         We have acted as counsel to AMRESCO Capital Trust (the "Company") in
connection with the initial public offering by the Company and any transactions
related thereto and which are described in the Prospectus dated ______________
(the "Prospectus").  This opinion relates to the Company's qualification for
federal income tax purposes as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986, as amended (the "Code"), for taxable years
beginning with the taxable year ending December 31, 1998.

         For the purpose of rendering our opinion, we have examined and are
relying upon the truth and accuracy, at all relevant times, of the statements
and representations contained in the following documents:

         1.      The Declaration of Trust of the Company.

         2.      The Bylaws of the Company.

         3.      The Prospectus.

         4.      Representations with respect to factual matters made to us by
officers of the Company in certificates (the "Certificates") dated of even date
herewith and delivered to us in connection with the Prospectus or this letter.

         5.      Such other books, records and instruments of the Company and
entities in which the Company owns an interest as we deemed necessary for
purposes of this opinion.
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AMRESCO Capital Trust
__________, 1998
Page 2


         In connection with rendering this opinion, we have assumed to be true
and are relying upon, without any independent investigation or review thereof,
the following:

         1.      The authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as copies, and authenticity of the originals of such documents.

         2.      The genuineness of all signatures, the due authorization,
execution and delivery of all documents by all parties thereto and the due
authority of all persons executing such documents.

         Based on our examination of the foregoing items, subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that the Company was organized in conformity with the requirements for
qualification as a REIT under the Code beginning with its taxable year ending
December 31, 1998 and its current organization and method of operation should
enable it to continue to meet the requirements for qualification and taxation
as a REIT for the taxable year ended December 31, 1998.  We are of the opinion
that the descriptions of the law contained in the Prospectus under the caption
"Federal Income Tax Consequences" are correct in all material respects, and the
discussion thereunder fairly summarizes the material federal income tax
consequences to a holder of shares in the Company.  As noted in the Prospectus,
the Company's qualification and taxation as a REIT depends upon its ability to
meet, through actual annual operating results, certain requirements, including
requirements relating to distribution levels and diversity of stock ownership,
and the various qualification tests imposed under the Code, the results of
which will not be reviewed by us.  Accordingly, no assurance can be given that
the actual results of the Company's operation for any one taxable year will
enable the Company to satisfy the requirements for qualification and taxation
as a REIT under the Code.

         In addition to the matters set forth above, this opinion is subject to
the following exceptions, limitations and qualifications:

         1.      Our opinion expressed herein is based upon our interpretation
of the existing provisions of the Code and existing judicial decisions,
administrative regulations and rulings and revenue procedures.  Our opinion is
not binding upon the Internal Revenue Service or courts and there is no
assurance that the Internal Revenue Service will not challenge the conclusions
set forth herein.  No assurance can be given that future legislative, judicial
or administrative changes, on either a prospective or retroactive basis, would
not adversely affect the accuracy of the conclusions stated herein.  We
undertake no obligation to advise you of changes in law which may occur after
the date hereof.

         2.      Our opinion is limited to the United States federal income tax
matters addressed herein, and no other opinions are rendered with respect to
any other matter not specifically set forth in the foregoing opinion.
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AMRESCO Capital Trust
__________, 1998
Page 3


         In the event any one of the statements, representations, or
assumptions we have relied upon to issue this opinion is incorrect in a
material respect, our opinion might be adversely affected and may not be relied
upon.

         We hereby consent to the reference to us under the caption "FEDERAL
INCOME TAX CONSEQUENCES" in the Prospectus, and to the filing of this opinion
as an Exhibit to the Registration Statement of which the Prospectus is a part.

                                        Very truly yours,

                                        WINSTEAD SECHREST & MINICK P.C.



                                        By:
                                           -------------------------------------
                                           Thomas R. Helfand

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