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                                  EXHIBIT 5.1


                                 [Letterhead]


                                                                      R-1863-4.1
                                  May 18, 1995

Rexon Incorporated
1334 Park View Avenue, Suite 200
Manhattan Beach, CA  90266

Gentlemen:

  We are acting as counsel for Rexon Incorporated (the "Company") in connection
with the preparation and filing of the Company's Registration Statement on Form
S-8 pursuant to the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of 1,280,500 shares of the Company's Common Stock
(the "Shares"), which may be issued pursuant to the exercise of options granted
under the Company's 1992 Stock Option Plan.

  We are familiar with the proceedings taken by the Company relating to the
authorization and issuance of the Shares in the manner set forth in the
Registration Statement.  We have examined and relied upon the originals, or
copies, of such corporate records, certificates, documents and other
instruments, and reviewed such questions of law as we have considered necessary
and appropriate in order to enable us to render the opinion expressed below,
and on the basis of such, we hereby advise you as follows:

       Subject to the taking of certain proceedings, to the extent required, in
  certain states which may have jurisdiction with respect thereto, the Shares,
  when issued and sold in the manner set forth in the Registration Statement
  and in the manner provided in the 1992 Stock Option Plan pursuant to which
  such issuance and sale will be undertaken, will be legally and validly issued
  and outstanding, fully paid and non-assessable.

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

                                           Very truly yours,

                                           GRAVEN PERRY BLOCK BRODY & QUALLS
                                           A PROFESSIONAL CORPORATION



                                           By  /s/ KRISTON D. QUALLS           
                                              -----------------------------
                                              Kriston D. Qualls


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