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                                                                     EXHIBIT 5.1


                 [G. DAVID GORDON & ASSOCIATES, P.C. LETTERHEAD]


                                February 7, 2001



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

                     RE: REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

        We have acted as counsel for eResouce Capital Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 proposed to be filed with the Securities and
Exchange Commission on or about February 7, 2001 (the "REGISTRATION STATEMENT").

        The Registration Statement covers the registration of shares of common
stock, $0.04 par value per share, of the Company (the "SHARES"), which are
issuable by the Company pursuant to its eResource Capital Group, Inc. Stock
Compensation Plan (the "PLAN").

        We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the issuance of the Shares thereunder. We
have also examined and relied upon originals or copies of such corporate
records, instruments, agreements or other documents of the Company, and
certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each individual
executing any document.

        This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.


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        Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options or awards
pursuant to the Plan and against the payment of the purchase price therefor, as
specified in such Plan or documents governing such awards, will be validly
issued, fully paid and non-assessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.



                                        Very truly yours,

                                        /s/G. DAVID GORDON & ASSOCIATES, P.C.



                                        G. DAVID GORDON & ASSOCIATES, P.C.



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