BOBBY L CULPEPPER
                                   & ASSOCLATES

                          A PROFESSIONAL LAW CORPORATION   205 WEST ALABAMA
 BOBBY L. CULPEPPER            525 EAST COURT AVENUE       RUSTON, LA 71270
                          JONESBORO, LOUISLANA 71251-3497   318-251-0701
TERRY CULPEPPER CARROLL             318/259-4184                   
J. CLAY CARROLL                   FAX #318/259-6278        233 SOUTH GRAND
                                                           MONROE, LA 71201
                         PLEASE REFER ALL CORRESPONDENCE    318/325-3884
                             TO THE JONESBORO OFFICE

File                               April 5, 1999





MMR Investment Bankers
550 North 159th Street East
P.0. Box 781440
Wichita, Kansas  67278-1440

Re: Authorization of $9,900,000.00 First Mortgage Bond Issue

Gentlemen:

The Biltmore Group of Louisiana L.L.C. (hereinafter called "company"), 
is a duly organized and existing limited liability company organized 
under the laws of the State of Louisiana and authorized to do business 
therein.  The correct name to be used on the first mortgage bonds and 
all legal instruments is The Biltmore Group of Louisiana L.L.C.

Effective as of January 26, 1999, the members of the company signed resolutions 
authorizing the issuance of up to $9,900,000.00 of first mortgage bonds 
and the execution of certain instruments in connection with the bond issue 
by Joanne Caldwell-Bayles, as manager.

I have duly examined the Articles of Organization and Operating Agreement 
of the company and find that the resolutions passed effective January 
26, 1999, a copy of which is attached hereto as Exhibit A and made a part 
of this opinion, were passed in accordance with the Articles of organization, 
Operating Agreement and the laws of the State of Louisiana, and I do hereby 
certify that said resolutions constitute a valid and legal authorization 
for the issuance of up to $9,900,000.00 of first mortgage bonds for the 
purposes set out in said resolutions and for the execution of a trust 
indenture, setting out the terms and conditions of the bond issue and 
placing a lien on the company's real property in order to secure payment 
of the first mortgage bonds.  I further certify the following person is 
the proper person to sign the trust indenture in accordance with the Articles 
of organization and operating Agreement of the company:



MMR Investment Bankers
Page 2
April 5, 1999


     Name:   Joanne Caldwell-Bayles

     Title:  Manager

I further certify that when the first mortgage bonds have been paid for 
by the purchaser and signed by the manager, the first mortgage bonds will 
be a legal and binding indebtedness of the company.

The opinions expressed above are subject in their entirety to (i) the 
effect of any applicable bankruptcy, insolvency, reorganization or similar 
laws affecting creditors' rights generally; and (ii) the rights of the 
United States government under the Federal Tax Lien Act of 1966, as amended; 
and (iii) the discretionary power of the courts to make available remedies 
of specific performance, injunctive relief or other equitable remedies. 
This opinion is limited to the matters stated herein, and no opinions 
may be implied or inferred beyond the matters stated.

In giving this opinion we have assumed the authenticity of all signatures 
to the Operating Agreement and the resolutions and that those persons 
signing on behalf of a corporate or other entity that is not an individual 
have the requisite authority.

With kindest personal regards, I remain

                            Yours very


                            /S/J CLAY CARROLL

                            J CLAY CARROLL

JCC:bb
CC:The Biltmore Group of Louisiana L.L.C.