Exhibit 23.2 CONSENT OF COUNSEL Phillips, McFall, McCaffrey, McVay & Murrah, P.C., hereby consents to the use of its name under the heading "Legal Opinions" in the Prospectus constituting a part of Amendment No. 1 to the Form S-4 Registration Statement, No. 33-64649, of TMS, Inc., and further consents to the filing of its opinion of counsel as an exhibit to such Registration Statement. PHILLIPS, MCFALL, MCCAFFREY, MCVAY & MURRAH, P.C. /s/ Phillips, McFall, McCaffrey, McVay & Murrah, P.C. Oklahoma City, Oklahoma January 19, 1996