EXHIBIT 5.1




                                  June 28, 1999




Residential Asset Funding Corporation
301 South College Street
Charlotte, North Carolina 28202-6001

Ladies and Gentlemen:

         We have acted as counsel to Residential Asset Funding Corporation, a
North Carolina corporation (the "Company"), in connection with the preparation
of the registration statement on Form S-3 (the "Registration Statement")
relating to the proposed offering from time to time in one or more series (each,
a "Series") of up to $__________ aggregate principal amount of asset backed
notes (the "Notes") and asset backed certificates (the "Certificates," and,
together with the Notes, the "Securities"). The Registration Statement will be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). As set forth in the Registration
Statement, each Series of Securities is to be issued under and pursuant to the
terms of a separate pooling and servicing agreement, sale and servicing
agreement, pooling agreement, trust agreement or indenture (each, an
"Agreement") among the Company, an independent trustee (the "Trustee") and where
appropriate, a servicer (the "Servicer"), each to be identified in the
prospectus supplement for such Series of Securities.

         As such counsel, we have examined copies of the Articles of
Incorporation and Bylaws of the Company, the Registration Statement, the
Prospectus and each form of Prospectus Supplement included therein, the form of
each Agreement, and originals or copies of such other corporate minutes,
records, agreements and other instruments of the Company, certificates of public
officials and other documents and have made such examinations of law, as we have
deemed necessary to form the basis for the opinion hereinafter expressed. In our
examination of such materials, we 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 copies submitted to us.

         We do not express any opinion herein concerning any law other than the
federal laws of the United States of America and the laws of the States of New
York and North Carolina.

         Based upon and subject to the foregoing, we are of the opinion that:

                  1. When the Notes have been duly executed and delivered,
authenticated by the Trustee and sold as described in the Registration
Statement, the Notes will constitute valid and binding obligations of the issuer
thereof in accordance with their terms and the terms of such




Residential Asset Funding Corporation
June 28, 1999
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Agreement or Agreements, and will be legally issued, fully paid and
non-assessable. This opinion is subject to the effect of bankruptcy, insolvency,
moratorium, fraudulent conveyance and similar laws relating to or affecting
creditors' rights generally and court decisions with respect thereto and we
express no opinion with respect to the application of equitable principles or
remedies in any proceeding, whether at law or in equity.

                  2. When the Certificates have been duly executed and
delivered, authenticated by the Trustee and sold as described in the
Registration Statement, the Certificates will be legally issued, fully paid and
non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.

                                                     Very truly yours,

                                                   /s/ Dewey Ballantine LLP
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