Exhibit -5.1


                  OPINION OF G. DAVID GORDON & ASSOCIATES, P.C.

February 21, 2002

eResource Capital Group, Inc.
5935 Carnegie Blvd., Suite 101
Charlotte, NC   28209

         Re:      Registration Statement on Form S-3

Gentlemen:

         As counsel to eResource Capital Group, Inc., a Delaware corporation
(the "Company"), we have assisted in the preparation of the Company's
Registration Statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, covering (i) up to 12,448,995 shares (the "Shares") of
the Company's Common Stock, par value $.04 per share (the "Common Stock"), which
may be distributed, sold or otherwise transferred from time to time by and for
the account of the holders thereof (the "Selling Shareholders") and (ii) up to
8,203,745 shares (the "Warrant Shares") of Common Stock issuable upon the
exercise by the Selling Shareholders of options or warrants to purchase Common
Stock, which Warrant Shares may be distributed, sold or otherwise transferred
from time to time by and for the account of the Selling Shareholders.

         In rendering our opinion, we have examined and considered the original
or copies, certified or otherwise identified to our satisfaction, of the
Company's Articles of Incorporation, as amended to date, its bylaws, as amended
to date, resolutions of its Board of Directors, the Registration Statement, and
such other documents and corporate records relating to the Company and the
issuance and sale of the Shares as we have deemed appropriate for purposes of
rendering this opinion.

         In all examinations of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostat or other copies. As to matters of fact which have
not been independently established, we have relied upon representations of
officers of the Company.

         Based upon the foregoing examination, and the information thus
supplied, it is our opinion that:

(1)      The Shares have been validly issued, fully paid and non-assessable.

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(2)      The Warrant Shares have been duly and validly authorized, and upon
payment of the exercise price in accordance with the applicable agreements,  and
assuming no change in the applicable law or facts, will be legally issued, fully
paid and non-assessable.

(3)      The Purchased Shares have been duly and validly authorized and, upon
payment of the purchase price in accordance with the applicable agreements,  and
assuming no change in the applicable law or facts, will be legally issued, fully
paid and non-assessable.

         We hereby expressly consent to the reference to our firm in the
Registration Statement under the Prospectus caption "Legal Matters," to the
inclusion of this opinion as an exhibit to the Registration Statement, and to
the filing of this opinion with any other appropriate government agency. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission promulgated thereunder.





                                             Very truly yours,
                                             /s/ G. David Gordon
                                             -------------------
                                             G. David Gordon & Associates, P.C.