OPINION OF FABIAN & CLENDENIN AS TO
THE LEGALITY OF THE SHARES BEING REGISTERED

February 8, 1999


Resolution Assistance Corporation
Salt Lake City, Utah  84121

Re:	Registration and Issuance of Resolution Assistance 
Corporation. Common Stock to Public Investors

Dear Mr. Woods:

	This firm has acted as counsel to Resolution Assistance 
Corporation, a Utah corporation ("the Company"), in connection 
with its registration of 1,000,000 shares of its common stock 
("the Shares") for sale to the public through the Company's 
Prospectus included within its Registration Statement on Form 
SB-2 as filed with the Securities and Exchange Commission on 
February 8, 1999.

	In connection with this representation, we have examined 
the originals, or copies identified to our satisfaction, of such 
minutes, agreements, corporate records and filings and other 
documents necessary to our opinion contained in this letter.  
The Company has also relied as to certain matters of fact upon 
representations made to us by officers and agents of the 
Company.  Based upon and in reliance on the foregoing, it is our 
opinion that:

	1.	The Company has been duly incorporated and is validly 
existing and in good standing as a corporation under the laws of 
the State of Utah; and has full corporate power and authority to 
own its properties and conducts its business as described in the 
Prospectus referred to above.

	2.	When issued and distributed to the purchasers thereof, 
the Shares will be duly and validly issued and will be fully 
paid and nonassessable.

	3.	The shareholders of the Company have no pre-emptive 
rights to acquire additional Shares of the Company's Common 
Stock or other securities in respect of the Units.

	The Company hereby consents to the use of our name in the 
Prospectus and therein being disclosed as counsel to the Company 
in this matter.

							Very Truly, Yours,

							Fabian & Clendenin


							/s/Gary R. Henrie