September 22, 1998

FEDERAL EXPRESS
CONFIDENTIAL

American Securities Transfer, Inc.
As Representative of Acadia National Health Systems, Inc.
938 Quail Street, Suite 101
Lakewood, CO  80215-5513

     Re:  Acadia National Health Systems, Inc. ("Acadia") -
          Restricted Issuance of 100,000 common shares of
          Acadia National Health Systems, Inc. to Frank and
          Martha DeJohn, in joint tenancy with a right of survivorship

Ladies and Gentlemen:

     This office represents Acadia National Health Systems, Inc. ("Acadia").  
I am in receipt of various communications from Acadia National Health Systems, 
Inc. relating to the proposed issuance of 100,000 shares of Acadia common 
stock pursuant to Section 4(2) of the Securities Act of 1933.

     Based on representations contained in these documents, copies of which 
are attached hereto, it is my opinion that you may issue the 100,000 shares of 
common stock from the treasury of Acadia in reliance upon the exemption from 
registration provided for in Section 4(1).

     All shares, when issued, should bear a restricted legend in standard form 
and should not be further transferred without the prior written consent of the 
Company.

     In rendering the above opinion, I have excluded from consideration state 
securities or blue sky laws, except as specifically noted.  My opinion is 
limited to the federal laws of the United States, the laws of the State of 
Colorado and the General Corporation Law of the State of Colorado as 
prescribed by the Colorado Business Corporation Act, and I can assume no 
responsibility with respect to the applicability or effect of the laws of any 
other jurisdiction.  I disclaim any obligation to notify you or any other 
person or entity if any change in fact and/or law should change my opinion 
with respect to any matter on which I am expressing an opinion herein.

Page 2
American Securities Transfer, Inc.
September 22, 1998
_________________________________

     The foregoing opinion is furnished by me as counsel for the Company and 
is solely for your benefit and may not be relied upon by any other person 
unless my prior written consent is obtained.

                                   Respectfully,

                                   /s/ Mark T. Thatcher

                                   Mark T. Thatcher, Esq.
                                   Atty. Reg. No. 25-275

MTT/jet
cc:  Paul W. Chute, CEO
     Frank DeJohn
     Martha DeJohn