Exhibit 5.1

LEDGEWOOD, P.C.

December 15, 2009

Resource America, Inc.

1845 Walnut Street

Philadelphia, PA 19103

Re: Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Resource America, Inc. (the “Company”) in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, for the registration of an additional 1,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), which may be sold pursuant to the Amended and Restated Resource America, Inc. 2005 Omnibus Equity Compensation Plan (the “Plan”).

In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments and matters of law as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures.

The opinion expressed below is based on the assumption that the Registration Statement will have been filed by the Company with the Securities and Exchange Commission, and that persons acquiring the Shares will do so strictly in accordance with the terms of the Plan and will receive a prospectus containing all the information required by Part I of the Registration Statement before acquiring such Shares.

Based on the foregoing, we are of the opinion that the Shares, when issued in accordance with the terms and conditions of the Registration Statement, will be legally issued, fully paid and non-assessable.

This opinion is limited to the matters expressly stated herein.  No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein.  We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention.

    We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares.

Very truly yours,

/s/ Ledgewood

Ledgewood

a professional corporation