[LEDGEWOOD LAW FIRM LETTERHEAD]





                                 April 11, 2003

Resource America, Inc.
1845 Walnut Street
Philadelphia, PA  19103

Ladies and Gentlemen:

         We have acted as counsel to Resource America, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
registration statement, and any amendments thereto (the "Registration
Statement"), on Form S-3 (Registration No. 333-103085), filed with the
Securities and Exchange Commission with respect to the cash offering (the
"Offering") by the Company of its 12% Senior Notes due 2008 (the "New Notes").
We have also acted as counsel to the Company's subsidiaries listed on the front
cover of the Registration Statement. You have requested our opinion requiring
certain U.S. federal income tax matters in connection with the Offering.

         For purposes of the opinion set forth below, we have reviewed and
relied upon (i) the Registration Statement, and (ii) such other documents,
records and instruments as we have deemed necessary or appropriate as a basis
for our opinion. In addition, in rendering our opinion we have relied upon
certain statements and representations made by the Company, which we have
neither investigated nor verified, as well as certain statements contained in
the Registration Statement, which we have also neither investigated nor
verified. We have assumed that all such statements and representations are true,
correct, complete, and not breached, and that no actions that are inconsistent
with such statements and representations will be taken. We have also assumed
that all representations made "to the best knowledge of" any persons will be
true, correct and complete as if made without such qualification.

         Any inaccuracy in, or breach of, any of the aforementioned statements,
representations and assumptions or any change after the date hereof in
applicable law could adversely affect our opinion. No ruling been (or will be)
sought from the Internal Revenue Service (the "IRS") by the Company as to the
United States federal income tax consequences of the Offering and the ownership
and disposition of the New Notes. The opinion expressed herein is not binding on
the IRS or any court, and there can be no assurance that the IRS or a court of
competent jurisdiction will not disagree with such opinion.

         Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion, under presently applicable United States federal
income tax law, that the discussion set forth in the Registration Statement
under the caption "Material United States Federal Income Tax Consequences," to
the extent such statements summarize material federal income tax considerations
(and ERISA considerations) of the Offering and the ownership and disposition of
the New Notes to the holders described therein, is correct in all material
respects.




Resource America, Inc.
April 11, 2003
Page 2


         The foregoing opinion is limited to the U.S. federal income tax matters
addressed in the Registration Statement, and no other opinions are rendered with
respect to other federal tax matters or to any issues arising under the tax laws
of any other country, or any state or locality. We undertake no obligation to
update the opinion expressed herein or in the Registration Statement after the
date of this letter. This opinion letter is solely for the information and use
of the addressee, and it may not be distributed, relied upon for any purpose by
any other person, quoted in whole or in part or otherwise reproduced in any
document, or filed with any governmental agency without our express written
consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters." In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder by
the SEC.





                                    Very truly yours,

                                    /s/ LEDGEWOOD LAW FIRM, P.C.
                                    -------------------------------------
                                    LEDGEWOOD LAW FIRM, P.C.