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EXHIBIT 5
August 1, 2000
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, SC 29223
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Resource Bancshares Mortgage Group, Inc.
(the "Company") in the preparation of a registration statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission covering a total of 300,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, which may be issued pursuant
to the terms of the Company's Stock Investment Plan, as amended (the "Plan").
In so acting, we have examined and relied upon such records, documents
and other instruments as in our judgment are necessary or appropriate in order
to express the opinion hereinafter set forth and 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 documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when
issued and delivered against payment in full in accordance with the terms of the
Plan, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. By giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the general rules and regulations
promulgated thereunder.
Very truly yours,
McNAIR LAW FIRM, P.A.
By: /s/ Elizabeth B. Anders
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A Member of the Firm
