Kevin J. Quinn
                           A Professional Corporation
                     11400 W. Olympic Boulevard Second Floor
                       Los Angeles, California 90064-1544
                            Telephone (310) 914-0161
                               Fax (310) 914-0162


December 17, 1996


Nevada Energy Company, Inc.
510 Castillo Street
Santa Barbara, Ca 93101

Re:    Registration Statement on Form S-8

Gentlemen:

        At your request,  we have examined the Registration  Statement,  on Form
S-8  together  with  exhibits  thereto,  to be  filed  by  you  relating  to the
registration of 2,500,000  shares of Class A Common Stock,  par value $.001 peer
share (the "Common  Stock")  issuable in connection  with Nevada Energy Company,
Inc., a Delaware  corporation (the "Company")  Consulting/Compensation  plan. We
are  familiar  with the  proceedings  taken  and to be taken by the  Company  in
connection  with the  issuance of shares of Common  Stock under the Plan and the
authorization of such issuance thereunder,  and have examined such documents and
such  questions of law and fact as we have deemed  necessary in order to express
the opinion hereinafter stated.

        Based on the  foregoing  it is our  opinion  that the  shares of Class A
Common  Stock of the  Company to be issued  pursuant to such plan have been duly
authorized, and that such Common Stock, when issued in accordance with the terms
of the plan will be legally and valid issued, fully paid and nonassessable.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
above-referenced Registration Statement.


Very truly yours,


/s/ Kevin J. Quinn
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    Kevin J. Quinn









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