

March 31, 1999

CONFIDENTIAL

Office of Small Business Policy
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:Cytation.com Incorporated-
        Opinion re Legality of Securities to be Issued

Ladies and Gentlemen:

     I have acted as special counsel for Cytation.com Incorporated, a New York 
corporation (the "Registrant"), in connection with the execution, delivery and 
performance of a Plan of Merger executed between the Registrant and Cytation 
Corporation (hereinafter referred to as "Disappearing Corporation"), whose 
corporate address is 809 Aquidneck Avenue, Middletown, Rhode Island 02842. 
 
     In connection with this matter, I have examined the originals or copies 
certified or otherwise identified to my satisfaction of the following:

(a) Articles of Incorporation of the Registrant and Disappearing Corporation, 
as amended to date;

(b) By-laws of the Registrant and Disappearing Corporation, as amended to 
date;

(c) Certificates from the Secretary of State of the States of New York and 
Rhode Island, dated as of a recent date, stating that the Registrant and the 
Disappearing Corporation are duly incorporated and in good standing in their 
respective states of incorporation;

(d) Certificates from the Secretary of State of the State of New York and Rhode
Island, dated as of a recent date, stating that the Registrant and the 
Disappearing Corporation are duly qualified to do business and are in good 
standing in their respective states of incorporation and have filed all 
required reports and paid all taxes due;

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(e) Certificates from the Secretary of State of the States of New York and 
Rhode Island dated as of a recent date for the Registrant and the Disappearing 
Corporation listing all charter documents on file, attaching a copy of each 
charter document so listed, and certifying as to the true nature of each such 
copy;

(f) Certificate of the Registrant and the Disappearing Corporation, dated the 
date hereof, described in the Plan of Merger between the Disappearing 
Corporation and the Registrant;

(g) Certificate of the Secretary of the Registrant and the Disappearing 
Corporation, dated the date hereof, relating to various matters of fact;

(h) Resolutions of the Board of Directors of the Registrant adopted on 
February 12, 1999, authorizing the issuance of six million four hundred 
sixty-five thousand three hundred thirty-nine (6,465,339) of Registrant 
shares, the execution and delivery of the Plan of Merger between the 
Disappearing Corporation and the Registrant, the filing of said documents, and 
establishing the market value per share for the shares that will be issued;

(i) Executed copy of the Plan of Merger;

In addition to the foregoing, I have also relied as to matters of fact upon 
the representations made by the Registrant in compliance with due diligence 
requirements submitted by my office and related certificates and upon 
representations made by the Registrant.  Based upon and in reliance upon the 
foregoing, and after examination of such corporate and other records, 
certificates and other documents and such matters of law as I have deemed 
applicable or relevant to this opinion, it is my opinion that:

1.  The Registrant and the Disappearing Corporation have been duly 
incorporated and are validly existing as corporations in good standing under 
the laws of the jurisdiction of their incorporation and have full corporate 
power and authority to own their properties and conduct their businesses; the 
Registrant and the Disappearing Corporation are duly qualified as foreign 
corporations and are in good standing in New York and in each other 
jurisdiction in which the ownership or leasing of property requires such 
qualification (except for those jurisdictions in which the only material 
consequence of a failure to be so qualified, other than potential penalties 
not individually or in the aggregate material to the Registrant or the 
Disappearing Corporation taken as a whole, is that actions may not be brought 
in the courts of such jurisdictions by the Registrant until its failure to so 
qualify, if required, has been cured);

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2.  The authorized capital stock of the Registrant consists of 100,000,000 
shares of Common Stock, .0001 par value, of which there are outstanding 
1,204,071 shares.  Proper corporate proceedings have been taken validly to 
authorize  such authorized capital stock; all the outstanding shares of such 
capital stock (including the Shares) have been duly and validly issued and are 
fully paid and nonassessable; the shareholders of the Registrant have no 
preemptive rights with respect to the Common Stock of the Registrant;

3. The Registrant timely files reports and is current with respect to all 
reports required to be filed  on behalf of the Registrant, pursuant to Section 
12, 13 and/or 15 of the Securities Exchange Act of 1934 (the "Exchange Act") 
and, to the best of my knowledge, no stop order suspending the effectiveness 
of any registration statement, Exchange Act filing,  or suspending or 
preventing trading on the Over-the-Counter ("OTC") Bulletin Board is in effect 
and no proceedings for that purpose have been instituted or are pending or 
contemplated by the N.A.S.D.;

4.  The Registrant's reports (except as to the financial statements contained 
therein, as to which I express no opinion) comply as to form in all material 
respects with the requirements of the Exchange Act and with the rules and 
regulations of the Securities and Exchange Commission thereunder;

5.  On the basis of information developed and made available to me, the 
accuracy or completeness of which has not been independently verified by me, I 
have no reason to believe that the Plan of Merger or the Exchange Act reports 
(except as to the financial statements contained therein, as to which I 
express no opinion) contains any untrue statement of a material fact or omits 
to state any material fact required to be stated therein or necessary in 
order to make the statements therein not misleading;

6.  The information required to be set forth in the Plan of Merger is, to the 
best of my knowledge, accurately and adequately set forth therein in all 
material respects or no response is required with respect to such items, and, 
to the best of my knowledge, the description of the Registrant's plans and 
agreements granted thereunder accurately and fairly represents the information 
required to be shown with respect to said plans, agreements, and reports by 
the Exchange Act and the rules and regulations of the Securities and Exchange 
Commission thereunder;

7.  The terms and provisions of the capital stock of the Registrant conform to 
the description thereof contained in all filed reports under the caption 
"Description of Common Stock" and have been reviewed by me and insofar as 
such statements constitute a summary of the law or documents 

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referred to therein, are correct in all material respects, and the forms of 
certificates evidencing the Common Stock comply with the New York law;

8.  The descriptions in the filed reports and Plan of Merger of material 
contracts and other material documents are fair and accurate in all material 
respects; and I do not know of any franchises, contracts, leases, licenses, 
documents, statutes or legal proceedings, pending or threatened, which in my 
opinion is of a character required to be described in the filed reports and 
Plan of Merger or to be filed as exhibits to the reports or Plan of Merger, 
which are not described and filed as required;

9.  The Plan of Merger has been duly authorized, executed, and delivered by 
the Registrant and constitutes the valid and legally binding obligation of the 
Registrant except as the indemnity provisions thereof may be limited by the 
principles of public policy;

10. The issuance of six million four hundred sixty-five thousand three hundred 
thirty nine (6,465,339) Shares of the Registrant as contemplated by the Plan 
of Merger will not conflict with, or result in a breach of, any material 
agreement or instrument known to me which the Registrant is a party or by 
which it is bound, or any applicable law or regulation, or, so far as is known 
by us, any order, writ, injunction or decree applicable to the Registrant of 
any jurisdiction, court or governmental instrumentality, or the Articles of 
Incorporation or By-laws of the Registrant;

11.  To the best of my knowledge and belief after due inquiry, there are no 
holders of Common Stock or other securities of the Registrant having 
registration rights with respect to such securities on account of the filing 
of a registration statement who have not effectively waived such rights; and

12.  No consent, approval, authorization, or order of any court or 
governmental agency or body is required for the consummation by the Registrant 
of the transactions on its part contemplated by the Plan of Merger, except 
such as have been obtained under the Exchange Act and such as may be required 
under state or other securities or blue sky laws in connection with the 
distribution of the Shares to the shareholders of the Disappearing 
Corporation.

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In addition, I have participated in conferences with representatives of the 
Disappearing Corporation and the Registrant and accountants for the 
Disappearing Corporation at which the contents of the Plan of Merger were 
discussed.  Although I have not verified the accuracy or completeness of the 
statements contained in the Plan of Merger (other than the caption 
"Description of Common Stock"), I advise you that on the basis of foregoing, I 
have no reason to believe that the Plan of Merger, as of the effective date, 
contained any untrue statements of a material fact or omitted to state any 
material fact required to be stated therein or necessary to make the 
statements therein not misleading (except in each such case for the financial 
statements or other financial data contained in the Plan of Merger as to 
which I am not called upon to and do not express any opinion). 

This letter is furnished to you as for filing purposes on behalf of the 
Company, and is solely for the benefit of the United States Securities and 
Exchange Commission.

                              Respectfully,

                              /s/ Mark T. Thatcher

                              Mark T. Thatcher, Esq.
                              Atty Reg. No. 25-275 CO
                              Atty Reg. No. 453658 DC

