EXHIBIT 5.1

VENABLE, BAETJER AND HOWARD, LLP
Including professional corporations
1800 Mercantile Bank & Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201-2978
(410) 244-7400, Fax (410) 244-7742


October 10, 1996


Resource Mortgage Capital, Inc.
4880 Cox Road
Glen Allen, VA 23060

Re: Registration Statement on Form S-3
(Reg. No. 33-50705)

Ladies and Gentlemen:


We have acted as counsel to Resource Mortgage Capital, Inc., a
Virginia corporation (the "Company"), in connection with its proposed
public offering of 1,600,000 shares of its Series C Cumulative Convertible
Preferred Stock, $0.01 par value ("Series C Preferred Stock") subject to an
option to offer an additional 240,000 shares to cover over-allotments, if
any, pursuant to a Registration Statement filed on Form S-3 (Registration
No. 33-50705) ("Registration Statement"). On October 10, 1996, the Company
filed a final prospectus supplement (the "Prospectus Supplement") to the
Prospectus dated September 16, 1996 ("Prospectus") with the Securities and
Exchange Commission with respect to the Series C Preferred Stock.

In that connection, we have examined originals or copies of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion including the
Articles of Incorporation, as amended, By-laws of the Company, and the
proposed Articles of Amendment establishing the Series C Preferred Stock.
We have assumed without independent verification the genuineness of
signatures, the authenticity of documents, and the conformity with
originals of copies.

Based on the foregoing, we are of the opinion that the shares of
Series C Preferred Stock being sold by the Company, when issued and sold in
accordance with the terms of the Underwriting Agreement in substantially
the same form filed as Exhibit 1.1 to the Form 8-K filed this day by the
Company with the Securities and Exchange Commission ("8-K") and upon filing
with, and acceptance by, the Virginia State Corporation Commission of the
Articles of Amendment establishing the Series C Preferred Stock, will be
validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the
Form 8-K, the incorporation by reference of this opinion into the
Registration Statement and the reference to our firm under "Legal
Opinions" in the Prospectus and "Legal Matters" in the Prospectus
Supplement comprising a part of the Registration Statement.

By giving the foregoing consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.


Very truly yours,


VENABLE, BAETJER AND HOWARD, LLP