Exhibit 5.1


                                  June 11, 1999




Resource Bankshares Corporation
3720 Virginia Beach Boulevard
Virginia Beach, Virginia 23452

      Re:   Amended and Restated 1996 Long-Term Incentive Plan

Dear Sirs:

      In  connection  with  the  registration  on Form  S-8  (the  "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of 150,000
shares of Common  Stock,  par value  $1.50 per  share,  of  Resource  Bankshares
Corporation  (the  "Company"),  which may be issued pursuant to the terms of the
Company's  Amended and Restated 1996 Long-Term  Incentive Plan (the "Plan"),  we
hereby  advise you that it is our  opinion  that upon  issuance  pursuant to the
terms of the  Plan,  the  shares of Common  Stock  which may be issued  pursuant
thereto will be validly issued, fully paid and nonassessable.

      We hereby consent to use of this opinion as Exhibit 5 to the  Registration
Statement and to all references to our firm in the  Registration  Statement.  In
giving  such  consent,  we do not  thereby  admit that we are acting  within the
category of persons whose consent is required under Section 7 of the Act and the
rules and regulations of the Securities and Exchange Commission thereunder.

                                Very truly yours,


                                    /s/ Kaufman & Canoles, P.C.
                                    Kaufman & Canoles, P.C.


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