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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 100,000 shares of 
McM common stock (the "Shares") to be issued in connection with the 1996 
Non-Employee Directors' Stock Plan of McM Corporation (the "Directors' Plan").

        Based solely upon our review of the following:

        The Directors' Plan
        McM Articles of Incorporation
        McM Bylaws
        McM Board of Directors meeting minutes relating to the Directors' Plan
        McM Shareholders meeting minutes relating to the Directors' 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 Directors' 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 Directors' Plan is received by the
                corporation and credited to the applicable shareholder,

we are of the opinion that the Shares sold under the Directors' 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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