Combined Opinion and Consent

Royal Capital Management, Inc.
325 Flower Lane
Morganville, New Jersey 07751

RE: ROYAL CAPITAL MANAGEMENT, INC.

Gentlemen:

You have requested our opinion, as counsel for Royal Capital Management, Inc., a
New Jersey  corporation  (the  "Company"),  in connection with the  registration
statement on Form SB-2 (the "Registration Statement"),  under the Securities Act
of 1933 (the "Act"), being filed by the Company with the Securities and Exchange
Commission.

The Registration  Statement  relates to an offering of 16,000,000  shares of the
Company's  common  stock,  $0.0001  par  value,  and  2,331,410  shares  sold by
enumerated selling shareholders.

We have examined such records and documents and made such  examinations  of laws
as we have deemed  relevant in connection  with this opinion.  It is our opinion
that the  shares of common  stock to be  offered  pursuant  to the  Registration
Statement and sold by the selling shareholders have been duly authorized and are
legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of New Jersey
of the United  States.  This opinion  opines upon New Jersey law  including  the
statutory  provisions,  all applicable provisions of the New Jersey Constitution
and reported judicial decisions interpreting those laws.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required  under Section 7 of the Act
and  the  rules  and  regulations  of the  Securities  and  Exchange  Commission
promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/ Anslow & Jaclin, LLP
    ANSLOW & JACLIN, LLP



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