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                                                        Exhibit 5.01
                        [LETTERHEAD OF TANNER PROPP, LLP]

                                                      August 8, 1996

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016

Re: FRM Nexus, Inc.

Gentlemen and Ladies:

      We are counsel for Programming and Systems, Inc. and FRM Nexus, Inc. and
write to furnish our opinion in connection with the 1,211,635 shares of common
stock of Nexus, Inc. (the "Shares") to be issued to shareholders of Programming
and Systems, Inc. pursuant to the authorizing documents submitted herewith.
Accompanying this opinion are copies of three Orders of the United States
District Court for the Southern District of New York (the "Court") dated
February 2, 1994, June 12, 1995 and July 23, 1996 (the "Orders").

      The Shares that are being issued to shareholders of Programming and
Systems, Inc. ("PSI") pursuant to the Orders in exchange for their claims are
duly authorized shares of common stock of FRM Nexus, Inc. and they will, when
issued, be fully paid and nonassessable shares of common stock in accordance
with the provisions or the Delaware General Corporation Law.

                                          Very truly yours,

                                          Tanner Propp LLP


                                          /s/ Lester J. Tanner
                                          ----------------------------
                                          Lester J. Tanner