1 Exhibit 5.1 [Letterhead of Sonnenschein Nath & Rosenthal] May 8, 2001 Emergent Group Inc. 375 Park Avenue New York, NY 10152 Re: Registration Statement on Form S-4 Under the Securities Act of 1933 Ladies and Gentlemen: In our capacity as counsel to Emergent Group Inc., a Nevada corporation (the "Company"), we have been asked to render this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-4 (the "Registration Statement"). The Registration Statement relates to the issuance of up to 9,537,595 shares of the Company's common stock in connection with the Company's acquisition of Medical Resources Management, Inc. ("MRM"), pursuant to that certain Agreement and Plan of Reorganization and Merger, dated as of January 23, 2001, between the Company and MRM (the "Merger Agreement"). In connection with this opinion, we have examined originals or copies of (a) the Registration Statement, (b) the Articles of Incorporation, as amended, of the Company, (c) the By-Laws of the Company and (d) resolutions adopted by the Board of Directors of the Company. In such examination, we have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, or reproduced copies. Based upon the foregoing, it is our opinion that the common stock has been duly authorized by all requisite corporate action, and upon issuance and delivery thereof pursuant to the Merger Agreement, will be validly issued, fully paid, and non-assessable. We hereby consent to use of our name under the heading "Legal Matters" in the joint proxy statement/prospectus forming a part of the Registration Statement and to use of this opinion for filing as an exhibit to the Registration Statement. Very truly yours, SONNENSCHEIN NATH & ROSENTHAL By: /s/ Ira Roxland A Member of the Firm