EXHIBIT 5.1

                     VENABLE, BAETJER AND HOWARD, LLP
                    Including professional corporations
                   1800 Mercantile Bank & Trust Building
                             Two Hopkins Plaza
                      Baltimore, Maryland  21201-2978
                    (410) 244-7400, Fax (410) 244-7742


                               October 10, 1996


Resource Mortgage Capital, Inc.
4880 Cox Road
Glen Allen, VA  23060

     Re:  Registration Statement on Form S-3
                    (Reg. No. 33-50705)
     
Ladies and Gentlemen:


           We  have acted as counsel to Resource Mortgage Capital, Inc.,  a
Virginia  corporation  (the  "Company"), in connection  with  its  proposed
public  offering of 1,600,000 shares of its Series C Cumulative Convertible
Preferred Stock, $0.01 par value ("Series C Preferred Stock") subject to an
option  to offer an additional 240,000 shares to cover over-allotments,  if
any,  pursuant  to a Registration Statement filed on Form S-3 (Registration
No. 33-50705) ("Registration Statement").  On October 10, 1996, the Company
filed  a final prospectus supplement (the "Prospectus Supplement")  to  the
Prospectus dated September 16, 1996 ("Prospectus") with the Securities  and
Exchange Commission with respect to the Series C Preferred Stock.

           In that connection, we have examined originals or copies of such
documents,  corporate  records  and other instruments  as  we  have  deemed
necessary  or  appropriate  for  purposes of  this  opinion  including  the
Articles  of  Incorporation, as amended, By-laws of the  Company,  and  the
proposed  Articles of Amendment establishing the Series C Preferred  Stock.
We  have  assumed  without  independent  verification  the  genuineness  of
signatures,  the  authenticity  of  documents,  and  the  conformity   with
originals of copies.


           Based on the foregoing, we are of the opinion that the shares of
Series C Preferred Stock being sold by the Company, when issued and sold in
accordance  with  the terms of the Underwriting Agreement in  substantially
the  same form filed as Exhibit 1.1 to the Form 8-K filed this day  by  the
Company with the Securities and Exchange Commission ("8-K") and upon filing
with,  and acceptance by, the Virginia State Corporation Commission of  the
Articles of  Amendment establishing the Series C Preferred Stock,  will  be
validly issued, fully paid and non-assessable.

          We hereby consent to the use of this opinion as an exhibit to the
Form  8-K,  the  incorporation  by  reference  of  this  opinion  into  the
Registration  Statement  and   the  reference  to  our  firm  under  "Legal
Opinions"   in  the  Prospectus  and  "Legal  Matters"  in  the  Prospectus
Supplement comprising a part of the Registration Statement.

           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 Securities Act of 1933.


                         Very truly yours,


                         VENABLE, BAETJER AND HOWARD, LLP