May 16, 1996



                  ILX Incorporated: S-3 Registration Statement
                  --------------------------------------------

Gentlemen:

           We have acted as counsel to ILX Incorporated, an Arizona corporation,
(the  "Company") in connection  with the  registration  by the Company of Common
Stock pursuant to a registration  statement and one amendment to it filed by the
Company  on Form  S-3  with  respect  to the  above  described  securities  (the
"Registration Statement").

           We  hereby  consent  to the  filing  of our  opinion  (in the form of
Exhibit 5 of the Registration  Statement),  or copies thereof,  as an exhibit to
the Registration  Statement and all amendments to it. In giving this consent, we
do not admit  that we are  within  the  category  of  persons  whose  consent is
required  under  Section  7 of the  Securities  Act of  1933  or the  rules  and
regulations of the SEC thereunder.

                                                  Very truly yours,

                                                  /s/ Colombo & Bonacci, P.C.
                                                  COLOMBO & BONACCI, P.C.

ILX Incorporated
 2777 East Camelback Road
  Phoenix, Arizona 85016