January 21, 1994


Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway
Suite 650
Columbia, Maryland  21044

         Re:  $200,000,000 Aggregate Offering Price of
              Securities of Resource Mortgage Capital, Inc.

Ladies and Gentlemen:

         We are acting as counsel for Resource Mortgage Capital,
Inc. (the "Company") in connection with the registration
statement on Form S-3 (the "Registration Statement") being filed
by you with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, (the
"Act") relating to the offering from time to time, as set forth
in the prospectus contained in the Registration Statement (the
"Prospectus") and as to be set forth in one or more supplements
to the Prospectus (each a "Prospectus Supplement"), by the
Company of up to $200,000,000 aggregate offering price of
(i) one or more series of debt securities (the "Debt
Securities"), (ii) one or more series of shares of preferred
stock, no par value (the "Preferred Stock"), (iii) shares of
common stock, par value $.01 per share (the "Common Stock"), or
(iv) warrants to purchase Common Stock, Preferred Stock or Debt
Securities.  The Debt Securities, Preferred Stock, Common Stock
and Warrants are collectively referred to as the "Securities." 
Any Debt Securities and Preferred Stock may be convertible into
shares of Common Stock.

         The Debt Securities will be issued pursuant to
Indentures (the "Indentures") between the Company and a
financial institution ("Trustee") to be identified therein.  The
forms of the Indentures are included as exhibits to the
Registration Statement.  The Warrants will be issued under one
or more warrant agreements to be filed as an exhibit to the
Registration Statement at or prior to such time as the
Prospectus Supplement relating to the Warrants to be offered is
filed with the Commission (each, a "Warrant Agreement").  Each
Warrant Agreement will be between the Company and a financial
institution identified therein as warrant agent (each, a
"Warrant Agent").




Resource Mortgage Capital, Inc.
January 21 , 1994
Page 2



         In our capacity as your counsel in connection with such
registration, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the
authorization and issuance of the Securities and for the
purposes of this opinion, have assumed such proceedings will be
timely completed in the manner presently proposed.  In addition,
we have made such legal and factual examinations and inquiries,
including an examination of originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records and instruments, as we have deemed necessary
or appropriate for purposes of this opinion.

         In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to
us as originals, and the conformity to authentic original
documents of all documents submitted to us as copies.  We have
obtained and relied upon such certificates and assurances from
public officials we have deemed necessary.

         Our opinion is limited to the federal laws of the
United States and the laws of the State of Virginia, and we
express no opinion with respect to the laws of any other
jurisdiction.

         Subject to the foregoing and the other matters set
forth herein, it is our opinion that, as of the date hereof:

         1.   When appropriate corporate action by the Company
has been taken by the Company to authorize the Indentures, the
Indentures, when duly executed and delivered by the Company,
will be the legally valid and binding agreements of the Company,
enforceable against the Company in accordance with their terms.

         2.   When appropriate corporate action by the Company
has been taken to authorize the Debt Securities and when the
Debt Securities have been duly established by the applicable
Indenture, duly authenticated by the Trustee and duly executed
and delivered on behalf of the Company against payment therefor
in accordance with the terms and provisions of the applicable
Indenture and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Debt Securities
will constitute legally valid and binding obligations of the
Company, enforceable against the Company in accordance with
their terms.

         3.   When appropriate corporate action has been taken
by the Company to authorize the issuance of the Preferred Stock,
and when the Preferred Stock has been duly established in
accordance with the terms of the Company's Articles of
Incorporation, as amended, and applicable law, and, upon



Resource Mortgage Capital, Inc.
January 21, 1994
Page 3



issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement and/or the applicable
Prospectus Supplement, the Preferred Stock will be validly
issued, fully paid and nonassessable.

         4.   When appropriate corporate action has been taken
by the Company to authorize the issuance of the Common Stock,
upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement and/or the applicable
Prospectus Supplement, the Common Stock will be validly issued,
fully paid and nonassessable.

         5.   When appropriate corporate action has been taken
by the Company to authorize the Warrant Agreements and the final
terms thereof have been duly established, the Warrant
Agreements, when duly executed and delivered by the Company,
will constitute the legally valid and binding agreements of the
Company, enforceable against the Company in accordance with
their terms.

         6.   When appropriate corporate action has been taken
by the Company to authorize the Warrants and the Securities
issuable upon the exercise thereof, and when the final terms
thereof have been duly established and the Warrants have been
duly executed and delivered by the Company and countersigned by
the applicable Warrant Agent in accordance with the applicable
Warrant Agreement and delivered to and paid for by the
purchasers thereof in the manner contemplated by the
Registration Statement and/or the applicable Prospectus
Supplement, the Warrants will constitute legally valid and
binding obligations of the Company, enforceable against the
Company in accordance with their respective terms.

         The opinions set forth above are subject to the
following exceptions, limitations and qualifications:  (i) the
effect of bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect
of general principles of equity, and whether enforcement is
considered in a proceeding in equity or law, the discretion of
the court before which any proceeding therefor may be brought,
and (iii) the unenforceability under certain circumstances under
law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a
liability where such indemnification or contribution is contrary
to public policy.

         To the extent that the obligations of the Company under
the Indentures may be dependent upon such matters, we assume for
purposes of this opinion that the Trustees thereunder are duly
organized, validly existing and in good



Resource Mortgage Capital, Inc.
January 21, 1994
Page 4



standing under the laws of their respective jurisdictions of
organization; that the Trustees thereunder are duly qualified to
engage in the activities contemplated by the applicable
Indentures; that the Indentures have been duly authorized,
executed and delivered by the respective Trustees and constitute
the legally valid and binding obligations of the respective
Trustees enforceable against the respective Trustees in
accordance with their terms; that the Trustees are in
compliance, generally with respect to acting as a trustee under
the applicable Indentures, with all applicable laws and
regulations; and that the Trustees have the requisite
organizational and legal power and authority to perform their
obligations under the respective Indentures.

         To the extent that the obligations of the Company under
each Warrant Agreement may be dependent upon such matters, we
assume for purposes of this opinion that the Warrant Agent is
duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Warrant Agent
is duly qualified to engage in the activities contemplated by
the Warrant Agreement; that the Warrant Agreement has been duly
authorized, executed and delivered by the Warrant Agent and
constitutes the legally valid and binding obligation of the
Warrant Agent enforceable against the Warrant Agent in
accordance with its terms; that the Warrant Agent is in
compliance, generally with respect to acting as a Warrant Agent
under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite
organizational and legal power and authority to perform its
obligations under the Warrant Agreement.

         We consent to your filing this opinion as an exhibit to
the Registration Statement and to the reference to our firm
under the caption "Legal Matters" in the Prospectus included
therein.  By giving the foregoing consent, we do not admit that
we come within the category of persons whose consent is required
under Section 7 of the Act.

         This opinion is rendered only to you and is solely for
your benefit in connection with the transactions covered hereby. 
This opinion may not be relied upon by you for any other
purpose, or furnished to, quoted to, or relied upon by any other
person, firm or corporation for any purpose, without our prior
written consent.

                             Very truly yours,





4136/BLUSEC