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                                                                    Exhibit 23.1

                                                           December 30, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C.  20549

          RE:  Registration of 100,000 shares of Common Stock of The DeWolfe
               Companies, Inc. on SEC Form S-8 Registration Statement
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Gentlemen:

     Our opinion, as counsel for The DeWolfe Companies, Inc. (the "Company"),
has been solicited in connection with the registration under the Securities Act
of 1933 of an additional 100,000 shares of Common Stock, $.01 par value ("Common
Stock"), to be issued by the Company pursuant to the Company's 1992 Non-Employee
Director Stock Option Plan (the "Option Plan") as more particularly set forth in
the Registration Statement on Form S-8 to be filed with the Securities and
Exchange Commission on or about December 30, 1996.

     We have examined the Articles of Organization of the Company, the By-laws
and minute books of the Company, the Option Plan, and the pertinent statutes of
the Commonwealth of Massachusetts.

     Based upon the foregoing, we are of the opinion that the shares of Common
Stock being offered by the Company pursuant to said Registration Statement will
be, when issued and paid for in accordance with the terms of the Option Plan,
legally issued, fully paid and non-assessable.

     We consent to the filing of this opinion as an Exhibit to the Registration
Statement.


                                                Very truly yours,




                                                LYNCH, BREWER,
                                                HOFFMAN & SANDS, LLP
 

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