Exhibit 8.1

                                December 11, 1998


To the Parties Listed on
the Attached Annex A:

            Re:   RBMG Funding Co. Mortgage Loan Trust 1998-2
                  Asset Backed Notes, Series 1998-2

Ladies and Gentlemen:

            We have acted as special tax counsel in connection with the issuance
and delivery of certain notes denominated as RBMG Funding Co. Mortgage Loan
Trust 1998-2 Asset Backed Notes, Series 1998-2 Notes, Class A-1 and Class A-2
(the "Notes") pursuant to the terms of the Indenture (the "Indenture"), dated as
of December 1, 1998, between the RBMG Funding Co. Mortgage Loan Trust 1998-2
(the "Issuer") and The Bank of New York, as indenture trustee (the "Indenture
Trustee"). Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Indenture.

            As special tax counsel, we have examined such documents as we have
deemed appropriate for the purposes of rendering the opinions set forth below,
including the following: (a) an executed copy of the Indenture and the exhibits
attached thereto and (b) certain representations and warranties made to us by
RBMG and certain information provided by the Underwriter.

            In our examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.

            We have examined the question of whether the Notes will be treated
as indebtedness for federal income tax purposes. Our analysis is based on the
provisions of the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder as in effect on the date hereof and on
existing judicial and administrative interpretations thereof. These authorities
are subject to change and to




differing interpretations, which could apply retroactively. The opinion of
special tax counsel is not binding on the courts or the Internal Revenue Service
(the "IRS").

            In general, whether a transaction constitutes the issuance of
indebtedness for federal income tax purposes is a question of fact, the
resolution of which is based primarily upon the economic substance of the
instruments and the transaction pursuant to which they are issued rather than
the form of the transaction or the manner in which the instruments are labeled.
The IRS and the courts have set forth various factors to be taken into account
in determining whether or not a transaction constitutes the issuance of
indebtedness for federal income tax purposes, which we have reviewed as they
apply to this transaction.

            Based on the foregoing, and such legal and factual investigations as
we have deemed appropriate, while no transaction closely comparable to that
contemplated in the Operative Documents has been the subject of any Treasury
regulation, revenue ruling or judicial decision, and therefore the matter is
subject to interpretation, we are of the opinion that for federal income tax
purposes:

            (1) The Notes will properly be treated as indebtedness for federal
      income tax purposes;

            (2) The Trust will not constitute an association (or a publicly
      traded partnership) taxable as a corporation or a taxable mortgage pool.

            We express no opinion on any matter not discussed in this letter.
This opinion is rendered as of the Closing Date, for the sole benefit of the
addressees hereof and it may not be relied on by any other party or quoted
without our express consent in writing.



                                          Very truly yours,
                                          /s/ Dewey Ballantine LLP

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                                     ANNEX A





                                           
First Union Capital Markets                   Standard & Poor's Ratings Services
301 South College Street, TW-06               25 Broadway
Charlotte, North Carolina  28288-0610         New York, New York  10004

Moody's Investors Service, Inc.               Resource Bancshares Mortgage Group, Inc.
99 Church Street                              7909 Parklane Road
New York, New York  10007                     Columbia, South Carolina  29223

RBMG Asset Management Company, Inc.           RBMG Funding Co.
2820 West Charleston Boulevard, Suite 17      2820 West Charleston Boulevard, Suite 17
Las Vegas, Nevada  89102                      Las Vegas, Nevada  89102

MBIA Insurance Corporation                    The Bank of New York
113 King Street                               101 Barclay Street, 12E
Armonk, New York  10504                       New York, New York  10286


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