1
Exhibit 5.1
March 16, 2000
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, SC 29223
Re: Post-Effective Amendment No. 1 to Registration Statement No.
333-94863
Gentlemen:
We have acted as counsel to Resource Bancshares Mortgage Group, Inc. (the
"Company") in the preparation of a post-effective amendment (the "Amendment") to
Registration Statement No. 333-94863 to be filed by the Company with the
Securities and Exchange Commission with respect to 2,000,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share, which may be
issued pursuant to the terms of the Company's Dividend Reinvestment Plan (the
"Plan").
In so acting, we have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
and delivered against payment in full in accordance with the terms of the Plan,
will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Amendment. By giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the general rules and regulations
promulgated thereunder.
Very truly yours,
McNAIR LAW FIRM, P.A.
By: /s/ Elizabeth B. Anders
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A Member of the Firm