

March 31, 1999

FEDERAL EXPRESS
CONFIDENTIAL

American Securities Transfer, Inc.
As Representative of Cytation.com Incorporated
938 Quail Street, Suite 101
Lakewood, CO  80215-5513

     Re:Cytation.com Incorporated ("Cytation") -
        Restricted Issuance of 6,465,339 common shares of Cytation to
        the shareholders of Cytation Corporation

Ladies and Gentlemen:

This office represents Cytation.com Incorporated ("Cytation").  I am in 
receipt of various communications from Cytation relating to the proposed 
issuance of 6,465,339 shares of Cytation common stock to the shareholders of 
Cytation Corporation (the "Disappearing Corporation"), pursuant to a Plan of 
Merger and 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 6,465,339 shares of 
common stock from the authorized, but un-issued, common shares of Cytation in 
reliance upon the exemption from registration provided for in Section 4(2).

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

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 New 
York and Rhode Island and the General Corporation Law of the States of New 
York and Rhode Island, 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.
March 31, 1999
_________________________________

The foregoing opinion is furnished by me as counsel for the Registrant 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:Richard A. Fisher
   Kevin J. Quinn

