1 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 -9- 2 McM Corporation June 11, 1996 Page 2 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 ------------------------------ RAGSDALE, LIGGETT & FOLEY PLLC -10-