August 28, 1996

Orion Acquisition Corp. I
375 Park Avenue
New York, NY  10022

     Re:  Orion Acquisition Corp. I

Gentlemen:

     We have acted as counsel to Orion Acquisition Corp. I, a Delaware
corporation (the "Company") in connection with the filing by the Company of a
Registration Statement on Form SB-2 (Registration No. 33-80647), covering the
registration of up to 800,000 Units, at $10.00 per Unit, each Unit consisting of
one share of common stock ("Common Stock") and one Class A Warrant entitling the
holder thereof to purchase, upon consummation of a Business Combination, one
share of Common Stock at a price of $9.00, and 320,000 Redeemable Class B Unit
Purchase Warrants, at $5.75 per Class B Warrant, each Class B Warrant entitling
the holder thereof to purchase, upon the consummation of a Business Combination,
one Unit at a price of $.125 (collectively "Securities").  We have been asked to
issue an opinion as to whether the Securities being registered will, when sold,
be legally 



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issued, fully paid, non-assessable, and binding obligations of the Company.

     As counsel to the Company, we have examined the Certificate of
Incorporation and By-Laws, as amended to date, and other corporate records of
the Company and have made such other investigations as we have deemed necessary
in connection with the opinion hereinafter set forth.  We have relied, to the
extent we deem such reliance proper, upon certain factual representations of
officers and directors of the Company given in certificates, in answer to our
written inquiries and otherwise, and, although we have not independently
verified all of the facts contained therein, nothing has come to our attention
that would cause us to believe that any of the statements contained therein are
untrue or misleading.

     In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us.  We have assumed that the  corporate records of the Company furnished to
us constitute all of the existing corporate records of the Company and include
all corporate proceedings taken by it.

     Based solely upon and subject to the foregoing, we are of the opinion that:

     1.   The Securities have been registered by the Company and the shares of
Common Stock have been duly and validly authorized and, when issued and paid
for, will be duly and validly issued, fully paid and non-assessable.

     2.   The shares of common stock issuable upon exercise of the Warrants have
been duly authorized and reserved for issuance upon exercise and, when issued
upon exercise in accordance with the terms of the Securities, will have been
validly issued and will be fully paid and non-assessable, and the issuance of
such shares is not subject to any preemptive or similar rights.



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                              Very truly yours,

                                   Greenbaum, Rowe, Smith, Ravin, Davis & Himmel