WILLIAM W. WASHAUER
                                 ATTORNEY AT LAW
                                 CITICORP CENTER
                                   SUITE 2100
                                ONE SANSOME STREET
                                  P.O. BOX 472019
                             SAN FRANCISCO, CA 94147
                               TEL: (415) 951-4636






                                  June 16, 1997



Board of Directors
RESOURCENET COMMUNICATIONS, INC.
F/K/A The AdsOnly Group, Incorporated
One Sansome Street,Suite 2000
San Francisco, CA  94104

         Re:     ResourceNet Communications, Inc. (the "Company)
                  Post-Effective Amendment No. 1 to Form SB-2
Dear Sirs:

         I hereby  consent to the use of my name as an expert  under the heading
"Legal   Matters"  in  the  prospectus  (the   "Prospectus")   included  in  the
Post-Effective  Amendment No. 1 to the Registration Statement on Form SB-2 being
filed with the Securities and Exchange Commission by the Company.  The foregoing
consent  applies  only to legal  matters  concerning  the validity of the Common
Stock to which the Prospectus pertains, and not to any other matters.



                                Very truly yours,


                                                     /s/ WILLIAM W. WASHAUER

                                                     William W. Washauer

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