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                           RAGSDALE, LIGGETT & FOLEY
                     PROFESSIONAL LIMITED LIABILITY COMPANY

                                    LAWYERS


                                                    
POST OFFICE BOX 31507            CROSS POINTE PLAZA       FACSIMILE: (919) 783-8991
RALEIGH, NC 27622-1507            2840 PLAZA PLACE        TELEPHONE: (919) 787-5200
                           RALEIGH, NORTH CAROLINA 27612






                                                                   June 11, 1996


McM Corporation
702 Oberlin Road, Suite 300
Raleigh, North Carolina 27605


      Re:   Legal Opinion and Legal Consent Exhibit to SEC Form S-8 Registration
            Statement

Gentlemen:

      We have acted as general counsel to McM Corporation ("McM") in connection
with the preparation and filing of a Securities and Exchange Commission
Registration Statement on Form S-8 (the "Statement"), which Statement registers,
under the Securities Act of 1933, up to 300,000 shares of McM common stock (the
"Shares") to be issued in connection with the 1996 Employee Incentive Stock
Option Plan of McM Corporation (the "Option Plan").

      Based solely upon our review of the following:

      The Option Plan
      McM Articles of Incorporation
      McM Bylaws
      McM Board of Directors meeting minutes relating to the Option Plan
      McM Shareholders meeting minutes relating to the Option Plan
      McM Officers', Transfer Agent's and Majority Shareholder's certifications
      Applicable federal and state laws and regulations




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McM Corporation
June 11, 1996
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and provided that:

       1.     the Share certificates issued or share ledger entries made in
              connection with the sale of the Shares under the Option Plan are
              a) in the proper form, b) represent the proper number of Shares
              and c) where certificated, are executed by the appropriate
              corporate officers and delivered to the shareholder; and

       2.     consideration required by the Option Plan is received by the
              corporation and credited to the applicable shareholder,

we are of the opinion that the Shares sold under the Option Plan, when issued,
will be legally issued, fully paid and nonassessable.

       We hereby consent to the filing of this opinion as an exhibit to the
Statement.


                                             Sincerely yours,

                                             /s/ Ragsdale, Liggett & Foley
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                                             RAGSDALE, LIGGETT & FOLEY PLLC


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