[LETTERHEAD]
                                November 5, 1996





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS
                           INCORPORATED

Ladies and Gentlemen:

                  This firm is counsel for BOWLIN  Outdoor  Advertising & Travel
Centers  Incorporated,  a Nevada  corporation (the  "Company").  As such, we are
familiar with the Articles of Incorporation  and Bylaws of the Company,  as well
as resolutions  adopted by its Board of Directors  authorizing  the issuance and
sale of up to 1,667,500  shares of the  Company's  $.001 par value Common Stock
(the  "Common  Stock"),  which  are  the  subject  of a Form  SB-2  Registration
Statement  under the  Securities  Act of 1933. We have also acted as counsel for
the Company with respect to certain  matters in connection  with the sale of the
Common Stock and in preparation of the required  filings with the Securities and
Exchange Commission. In addition, we have examined such documents and undertaken
such  further  inquiry  as we  consider  necessary  for  rendering  the  opinion
hereinafter set forth below.

                  Based upon the foregoing, it is our opinion that:

                  1.     The Company is a corporation duly organized and validly
                         existing under the laws of the State of Nevada.

                  2.     The  Common  Stock,  when  issued,  will  be  duly  and
                         validly issued, fully paid and nonassessable.

                  We  acknowledge  that we are  referred  to under  the  heading
"Legal  Matters"  of the  Prospectus  which is part of the  Company's  Form SB-2
Registration Statement relating to the Preferred Stock, and we hereby consent to
such use of our name in such  Registration  Statement  and to the filing of this
opinion with state regulatory agencies in such states as may require such filing
in connection  with the  registration  of the Common Stock for offer and sale in
such states.

                                        Very truly yours,

                                        /s/ Squire, Sanders, & Dempsey L.L.P.