Exhibit 5.1

                                 REED SMITH LLP
                               1650 Market Street
                        Philadelphia, Pennsylvania 19103

                                                                  April 18, 2002


Radian Group, Inc.
1601 Market Street
Philadelphia, PA  19103

Ladies and Gentlemen:

         This opinion is furnished to you in connection with a Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") relating to the registration under
the Securities Act of 1933, as amended (the "Securities Act") of the sale of up
to $220,000,000 aggregate principal amount of 2.25% Senior Convertible
Debentures Due 2022 (the "Notes") of Radian Group Inc., a Delaware corporation
(the "Company") on behalf of the Selling Security Holders as identified in the
Registration Statement. The Notes were issued pursuant to an indenture, dated as
of January 11, 2002, between The Bank of New York, as Trustee, and the Company
(the "Indenture") and sold in a private placement intended to qualify under Rule
144A promulgated under the Securities Act. Capitalized terms used but not
defined herein shall have the meanings assigned thereto in the Registration
Rights Agreement (as defined below).

         In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion, including (i) the Second Amended and Restated
Certificate of Incorporation of the Company, as amended; (ii) the By-laws of the
Company, as amended; (iii) resolutions adopted by the Board of Directors of the
Company; (iv) the Registration Statement; (v) the Registration Rights Agreement,
dated January 11, 2002, between the Company and the initial purchasers referred
to therein (the "Registration Rights Agreement"); and (vi) the Indenture.

         In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the legal capacity of all individual signatories,
the authenticity of all documents submitted to us as originals, the conformity
to all original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents.

         We assume that appropriate action has been taken prior to the issuance
of the Notes under the Registration Statement to register and qualify the Notes
for sale under all applicable state securities or "blue sky" laws.





         We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.

         Based upon and subject to the foregoing, we are of the opinion that the
Notes constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.

         The opinion set forth above is subject, as to enforcement, to (i)
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general application affecting the rights and remedies of
creditors, and (ii) general equitable principles.

         It is understood that this opinion is to be used only in connection
with the sale of the Notes while the Registration Statement is in effect.

         Please note that we are opining only as to the matters expressly set
forth herein, and no opinion should be inferred as to any other matters. This
opinion is based only upon currently existing statutes, rules, regulations and
judicial decisions, and we disclaim any obligation to advise you of any change
in any of these sources of law or subsequent legal or factual developments that
might affect any matters or opinions set forth herein.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement in accordance with the requirements of
Item 601 (b) (5) of Regulation S-K under the Securities Act, and to use of our
name therein and in the related prospectus under the caption "Legal Matters." In
giving such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.

                                                     Very truly yours,



                                                     /s/ REED SMITH LLP




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