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                                                                     EXHIBIT 5.1


                           MORGAN, LEWIS & BOCKIUS LLP
                                ONE OXFORD CENTRE
                       PITTSBURGH, PENNSYLVANIA 15219-1417



August 13, 1998



UniCapital Corporation
10800 Biscayne Boulevard
Miami, Florida  33161

Re:      Form S-8 Registration Statement
         -------------------------------

Ladies and Gentlemen:

As your counsel, we have assisted in the preparation of a Registration Statement
on Form S-8 (the "Registration Statement") for filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and the regulations thereunder.

The Registration Statement relates to an aggregate of 10,200,000 shares of
Common Stock, par value $.001 per share (the "Common Stock"), of UniCapital
Corporation which will be issued pursuant to the UniCapital Corporation 1998
Long-Term Incentive Plan, the UniCapital Corporation 1998 Non-Employee
Directors' Stock Plan, the UniCapital Corporation 1998 Employee Stock Purchase
Plan and the UniCapital Corporation 1997 Executive Non-Qualified Stock Option
Plan (collectively, the "Plans"). We have examined the Company's Certificate of
Incorporation, as amended, the Company's Bylaws, minutes and such other
documents, and have made such inquiries of the Company's officers, as we deemed
appropriate. In our examination, we have assumed the genuiness of all
signatures, the authenticity of all items submitted to us as originals, and the
conformity with originals of all items submitted to us as copies.

Based upon the foregoing, it is our opinion that the Company's Common Stock
originally issued by the Company to eligible participants through the Plans,
when issued and delivered as contemplated by the Plans, will be validly issued,
fully-paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 5.1 to 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 or the rules and regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,


/s/ MORGAN, LEWIS & BOCKIUS LLP