EXHIBIT 5.1
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                     WITHERSPOON, KELLEY, DAVENPORT & TOOLE
                             1100 U.S. BANK BUILDING
                                422 W. RIVERSIDE
                                SPOKANE, WA 99201



                                  July 30, 1998



     Source Capital Corporation
     P.O. Box 141146
     Spokane, WA 99214-1146

     Re:  Registration Statement on Form S-3
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     Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-3 of Source
     Capital Corporation (the "Company") filed with the Securities and
     Exchange Commission (the "Registration Statement") on or about the
     date hereof, in connection with the registration under the Securities
     Act of 1933, as amended, of an offering by the Company pursuant to
     Rule 415 of shares of the Company's Common Stock (the "Shares"). 

     It is our opinion that upon issuance of the Shares by the Company in
     accordance with the pertinent enabling resolutions of the Board of
     Directors of the Company, the Shares will be legally and validly
     issued, fully paid and nonassessable. 

     We consent to the use of this opinion as an exhibit to the
     Registration Statement, and further consent to the use of our name
     wherever appearing in the Registration Statement, including the
     Prospectus constituting a part thereof, and any amendment thereto. 

     Very truly yours, 

     WITHERSPOON, KELLEY, DAVENPORT & TOOLE

     By   /s/ ROBERT L. MAGNUSON
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          Robert L. Magnuson