EXHIBIT 8.1


             [LETTERHEAD OF WYCHE, BURGESS, FREEMAN & PARHAM, P.A.]

                   FORM OF OPINION REGARDING TAX CONSEQUENCES

                              October 31, 1997

Emergent Group, Inc.
15 South Main Street, Suite 750
Greenville, South Carolina 29601

         Re:      Proposed Exchange of 10 3/4% Senior Notes Due 2004, Series B,
                  of Emergent Group, Inc. for all outstanding 10 3/4% Senior
                  Notes Due 2004, Series A of Emergent Group, Inc.

Ladies and Gentlemen:

         We have acted as counsel to Emergent Group, Inc., a South Carolina
corporation (the "Company"), and its subsidiaries in offering (the "Exchange
Offer"), upon the terms and subject to the conditions set forth in the
Prospectus (the "Prospectus") and the Letter of Transmittal accompanying the
Prospectus (the "Letter of Transmittal"), to exchange up to $125,000,000
aggregate principal amount of its 10 3/4% Senior Notes Due 2004, Series B, (the
"Exchange Notes") for equal principal amounts of its outstanding 10 3/4% Senior
Notes Due 2004, Series A (the "Senior Notes").

         The Exchange Notes are substantially identical (including principal
amount, interest rate, maturity and redemption rights) to the Senior Notes for
which they may be exchanged pursuant to this offer, except that (i) the offering
and sale of the Exchange Notes will have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), and (ii) holders of Exchange
Notes will not be entitled to certain rights of holders under a Registration
Rights Agreement of the Company dated as of September 23, 1997. The Senior Notes
have been, and the Exchange Notes will be, issued under an Indenture dated as of
September 23, 1997 (the "Indenture"), between the Company, the Subsidiary
Guarantors, and the Bankers Trust Company, as Trustee (the "Trustee"). The
Company will not receive any proceeds from this Exchange Offer; however,
pursuant to the Registration Rights Agreement, the Company will bear certain
offering expenses. See "The Exchange Offer -- Fees and Expenses."

         In rendering this opinion, we have examined (i) the Internal Revenue
Code of 1986, as amended (the "Code") and Treasury Regulations and (ii)
appropriate Internal Revenue Service and court decisional authority. In
addition, we have relied upon certain information made known to us as more fully
described below. All capitalized terms used herein without definition shall have
the respective meanings specified in the Prospectus, and unless otherwise
specified, all section references herein are to the Code.

                             INFORMATION RELIED UPON

         In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:

         (1) the Prospectus; and

         (2) such additional documents as we have considered relevant.

         In our examination of such documents, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate.

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         We have also obtained such additional information and representations
as we have deemed relevant and necessary through consultation with and
certificates provided by the management of the Company and the Subsidiary
Guarantors.

         With your consent, we have also assumed that the following statements
are true on the date hereof and will be true on the date the proposed
transaction is consummated:

         (1) Except for the Registration Rights Agreement of the Company and the
Indenture, both dated as of September 23, 1997, the Company has not entered into
any agreement (whether written, oral, by conduct or otherwise) with respect to
the Senior Notes or the Exchange Notes.

         (2) The Exchange Offer is being made for a substantial business
purpose.

                                    OPINIONS

         Based solely on the information submitted and the representations set
forth above and assuming that the Exchange Offer takes place as described in the
Prospectus and that the representations made by the Company and the Subsidiary
Guarantors are true and correct at the time of the exchange, we are of the
opinion that the exchange of Senior Notes for Exchange Notes pursuant to the
Exchange Offer will not be considered a taxable exchange for U.S. federal income
tax purposes because the Exchange Notes will not be considered to differ
materially in kind or extent from the Senior Notes. Exchange Notes received by a
holder of Senior Notes will be treated as a continuation of the Senior Notes in
the hands of such holder. Accordingly, there will not be any U.S. federal income
tax consequences to holders exchanging Senior Notes for Exchange Notes in the
Exchange Offer.

         The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time with
retroactive effect. In addition, our opinions are based solely on the documents
that we have examined, the additional information that we have obtained, and the
statements set out herein, which we have assumed and you have confirmed to be
true on the date hereof and will be true on the date on which the proposed
transaction is consummated. Our opinions cannot be relied upon if any of the
facts contained in such documents or if such additional information is, or later
becomes, inaccurate. This opinion deals only with holders that will hold
Exchange Notes as "capital assets" (within the meaning of Section 1221 of the
Code) and that are (i) citizens or residents of the United States, (ii) domestic
corporations, or (iii) otherwise subject to United States federal income
taxation on a net income basis in respect of an Exchange Note. The opinions
expressed herein do not address tax considerations applicable to investors that
may be subject to special tax rules, such as banks, tax-exempt organizations,
insurance companies, dealers in securities or currencies, or persons that will
hold Notes as a position in a hedging transaction, "straddle" or "conversion
transaction" for tax purposes. The opinion addresses the material U.S. federal
income tax consequences of the exchange of Senior Notes for Exchange Notes
pursuant to the Exchange Offer. Finally, our opinions are limited to the tax
matters specifically covered thereby, and we have not been asked to address, nor
have we addressed, any other tax consequences of the Exchange Offer.

         This opinion is being provided solely for the benefit of the Company
and the holders of Senior Notes that receive Exchange Notes pursuant to the
Exchange Offer. No other person or party shall be entitled to rely on this
opinion.

         We consent to the use of this opinion and to the references made to the
firm under the caption "Certain Federal Income Tax Considerations" in the
Prospectus.

                                    Sincerely,

                                    WYCHE, BURGESS, FREEMAN & PARHAM, P.A.

                                    /s/ Cary H. Hall

                                    By: Cary H. Hall, Esq.