April 29, 1998

Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

       	RE:  BAB Holdings, Inc.
             Registration Statement on Form S-3
             Our File No. 54388.2

Dear Sir / Madam:

     We are counsel for BAB Holdings, Inc. (the "Company") in connection 
with the filing with the Commission of a Registration Statement on Form S-3
(the "Registration Statement") for registration of 4,730,553 shares of common
stock of the Company, no par value (the "Common Stock") offered solely by 
the shareholders of the Company, who are named therein.

     We have examined and are familiar with such documents and corporate 
records of the Company as we have deemed necessary and appropriate for the 
purpose of rendering the following opinion.  Based on the foregoing, we are
of the opinion that:

     The Shares of Common Stock offered pursuant to the Registration 
     Statement are validly issued, fully paid and nonassessable.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement and to the reference to our firm under the caption 
"Legal Matters" in the Registration Statement and the Prospectus.


                                        Very truly yours,


                                        MOSS & BARNETT
                                        A Professional Association


                                        Janna R. Severance