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                                King & Spalding
                              191 Peachtree Street
                          Atlanta, Georgia 30303-1763
                            Telephone (404) 572-4600
                           Telecopier (404) 572-5100



                                August 12, 1998



OrthAlliance, Inc.
23848 Hawthorne Boulevard
Suite 200
Torrance, California 90505

Ladies and Gentlemen:

         We have acted as counsel to OrthAlliance, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended,
covering the offering of up to 100,000 shares (the "Shares") of the Company's
Common Stock, pursuant to the OrthAlliance, Inc. 1997 Orthodontist Stock Option
Plan (the "Plan"). In connection therewith, we have examined such corporate
records, certificates of public offices and other documents and records as we
have considered necessary or proper for the purpose of this opinion.

         This opinion is limited by and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement and Plan, will be validly
issued, fully paid and nonassessable.

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

                                        Very truly yours,

                                        /s/ King & Spalding

                                        King & Spalding