Exhibit 5.1

                  [Letterhead of Stroock & Stroock & Lavan LLP]


January 22, 1998


CFI Mortgage Inc.
580 Village Boulevard
Suite 360
West Palm Beach, Florida 33409

Ladies and Gentlemen:

We have acted as counsel to CFI Mortgage Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), of a Registration Statement on Form SB-2 (the "Registration
Statement"), relating to the proposed sale by certain stockholders of the
Company (the "Selling Stockholders") of up to (a) 340,000 shares (the "Shares
Underlying Warrants") of the Company's common stock, par value $.01 per share
(the "Common Stock"), underlying warrants (the "Warrants") and (b) 640,000
shares (the "Conversion Shares") of Common Stock issuable upon conversion of
Series A Convertible Preferred Stock (the "Preferred Stock").  The Shares are 
to be issued or sold from time to time as set forth in the Registration 
Statement, the prospectus contained therein and any amendments or supplements 
thereto.

As such counsel, we have examined copies of the Certificate of Incorporation,
the Bylaws and the Certificate of Designations of the Preferred Stock of the
Company, each as amended to the date hereof, the Registration Statement
(including the exhibits thereto), the minutes of various meetings of the Board
of Directors of the Company, and the originals, copies or certified copies of
all such records of the Company, and all such agreements, certificates of public
officials, certificates of officers and representatives of the Company or
others, and such other documents, papers, statutes and authorities as we have
deemed necessary to form the basis of the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of signatures and the conformity to
original documents of the documents supplied to us as copies. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of officers of the Company and others.

Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or express
any opinion herein concerning, any law other than the laws of the State of New
York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.

Based upon and subject to the foregoing, we are of the opinion that:

     1. The Shares Underlying Warrants, when issued upon exercise of the
Warrants in accordance with their terms, will be legally issued, fully paid and
non-assessable.

     2. The Conversion Shares, when issued upon conversion of the Preferred
Stock in accordance with its terms, will be legally issued, fully paid and
non-assessable.

We hereby consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus. We further consent to your filing a copy of this opinion as
an exhibit to the Registration Statement. In giving such consent, we do not
admit hereby that we come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

Very truly yours,

/s/ STROOCK & STROOCK & LAVAN LLP

STROOCK & STROOCK & LAVAN LLP