EXHIBIT 5.1

INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
P.O. BOX 2508
CINCINNATI, OH  45201

Date:  JAN 7 2000                            Employer Identification Number:
                                             62-1750352
                                             DLN:
                                             17007307025029
RESORTQUEST INTERNATIONAL INC                Person to Contact:
530 OAK COURT DR STE 360                     TERRY BATES               ID# 52080
MEMPHIS, TN  38117                           Contact Telephone Number:
                                             (877) 829-5500
                                             Plan Name:
                                             RESORTQUEST SAVINGS & RETIREMENT
                                             PLAN
                                             Plan Number: 001

Dear Applicant:

      We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.

      Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.

      The enclosed document explains the significance of this favorable
determination letter, points out some events that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that your read the publication.

      This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

      This determination letter is applicable for the plan adopted on 3/31/99.

      This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

      This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefitting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.

      This letter considers the amendments required by the Tax Reform of 1986,
except as otherwise specified in this letter.

      Except as otherwise specified in an opinion or notification letter
regarding this plan, this letter may not be relied upon with respect to whether
the plan satisfies the changes in the qualification requirements made by the
Uruguay Round Amendments Act (GATT) Pub. L. 103-465, the Taxpayer Relief Act of
1997 Pub. L. 105-34, and the changes in the qualification requirements of the
Small Business Job Protection Act of 1996 Pub. L. 104-188 other than the
requirements of Code section 401(a)(26).



      The information on the enclosed Publication 794 is an integral part of
this determination. Please be sure to read and keep it with this letter.

      The requirement for employee benefits plans to file summary plan
descriptions (SPD) with the U.S. Department of Labor was eliminated effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

      We have sent a copy of this letter to your representative as indicated in
the power of attorney.

      If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.

                                                   Sincerely yours,

                                                   /s/ Carol D. Gold

                                                   Carol D. Gold
                                                   Director, Employee Plans

Enclosures:
Publication 794