March 8, 1999


Retrospettiva, Inc.
8825 West Olympic Blvd.
Beverly Hills, CA 90211

Gentlemen:

     We have assisted in the preparation and filing of Retrospettiva,  Inc. (the
"Company")  of  a  Registration   Statement  on  Form  S-8  (the   "Registration
Statement")  with the Securities and Exchange  Commission  relating to 2,786,930
shares of no par  value  Common  Stock  (the  "Option  Shares")  of the  Company
issuable upon exercise of options  granted under the Company's 1996 Stock Option
Plan (the "Option").

     We have examined such records and documents and have made such  examination
of laws as we  considered  necessary  to form a basis for the opinions set forth
herein.  In our examination,  we have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to us as  originals,  and  the
conformity  with  the  originals  of all  documents  submitted  to us as  copies
thereof.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Option  Shares have been duly  authorized  and  reserved  for  issuance and such
Option  Shares,  when issued in accordance  with the terms of the Option against
payment therefor, will be duly and validly issued, fully paid and nonassessable.

     The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended, and applicable state
laws relating to the offer and sales of securities.

     We  consent to the  filing of a copy of this  opinion  in the  Registration
Statement and the use of our opinion in connection herewith.

                                                     Very truly yours,

                                                     /s/ Gary A. Agron
                                                     ---------------------------
                                                     Gary A. Agron

GAA/bmj