

                                 GERALD EINHORN
                               268 West 400 South
                           Salt Lake City, Utah 84101
                     Tel. (801) 575-8073/Fax (801) 575-8092


July 6, 1998


Board of Directors
CyberAmerica Corporation
268 West 400 South
Salt Lake City, Utah 84101

Re: Form S-8 Registration Statement

Dear Sirs:

CyberAmerica Corporation,  a Nevada corporation (the "Company"), has informed me
of its intention to file with the Securities and Exchange Commission ("SEC"), on
or about July 7, 1998, a registration statement on Form S-8 under the Securities
Act of 1933, as amended ("Registration  Statement"),  concerning the issuance of
600,000  shares (the "Shares") of the Company's  common stock,  par value $0.001
("Common Stock"), pursuant to a Benefit Plan entitled "1998 Stock Option Plan of
CyberAmerica Corporation" (the "Benefit Plan"). In connection with the filing of
the Registration  Statement,  you have requested my opinion,  as a member of the
Law  Department  of the Company,  regarding the validity of the issuance of such
Shares.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance  with the Legal Opinion  Accord  (the"Accord")  of the ABA Section of
Business  Law  (1991).  As  a  consequence,   it  is  subject  to  a  number  of
qualifications  and  limitations,  all as  more  particularly  described  in the
Accord, and this Opinion should be read in conjunction therewith.

In  connection  with  the  preparation  of this  Opinion,  I have  examined  the
following:

     1.  The Company's Articles of Incorporation and Bylaws;
     2.  The Registration Statement;
     3.  Theauthorization  and approval by the  Company's  Board of Directors of
         the  Company's  Benefit  Plan  concerning  the Shares and  Registration
         Statement;
     4.  The Company's Section 10(a) Prospectus for the Registration Statement;
     5.  The  Company's  most  recently  filed Form 10-KSB and any  subsequently
         filed reports on Form 10-QSB;
     6.  Such other  documents  as I have deemed  necessary  for the purposes of
         this Opinion.

For the purposes of  rendering  this  opinion,  I have assumed that no person or
entity  has  engaged  in fraud or  misrepresentation  regarding  the  inducement
relating  to,  or  the  execution  or  delivery  of,  the  documents   reviewed.
Furthermore,  I express no opinion as to the validity of any of the assumptions,
form or  content  of any  financial  or  statistical  data  in the  Registration
Statement.
<PAGE>
In expressing the opinion set forth herein,  I have assumed the authenticity and
completeness of all corporate documents,  records and instruments provided to me
by the  Company and its  representatives.  I have  assumed  the  accuracy of all
statements  of fact  contained  therein.  I have  assumed  that the  information
provided to me by the Company is correct and that there are shares  available to
be issued  pursuant to the Benefit Plan. I have further  assumed the genuineness
of  signatures  (both  manual and  conformed),  the  authenticity  of  documents
submitted  as  originals,  the  conformity  to  originals of all copies or faxed
copies and the correctness of all such documents. This opinion is conditioned on
all of these assumptions being correct.

Based on the  above  examination  and to the best of my  knowledge,  I am of the
opinion  that,  when  issued and sold,  the Shares  will be validly  and legally
issued;  provided,  however,  that no opinion  is  rendered  under the  document
regarding  compliance with federal or state securities or blue sky laws. I am of
the further  opinion that,  when issued and sold,  the Shares will be fully paid
and nonassessable. This Opinion is conditioned upon the above requirements being
met.

The opinion set forth above is predicated upon and limited to the correctness of
the  assumptions  set forth herein and in the Accord,  and is further subject to
qualifications, exceptions and limitations set forth below:

     A.  Certain of the remedial  provisions  of the Benefit Plan may be further
         limited  or  rendered   unenforceable  by  other  applicable  laws  and
         interpretations.

     B.  I expressly  except  from the  opinion set forth  herein any opinion or
         position  as to  whether  or to which  extent a Utah court or any other
         court  would  apply  Utah  law,  or  the  law  of any  other  state  or
         jurisdiction,  to any particular aspect of the facts, circumstances and
         transactions that are the subject of the opinion herein contained.

     C.  To the extent any opinion set forth above is  qualified by reference to
         my  knowledge,  my knowledge is based solely on my  examination  of the
         items set forth in Paragraphs (1) through (6) above.

     D.  In  rendering  the  opinion  that  the  shares  of  Common  Stock to be
         registered pursuant to the Registration  Statement and issued under the
         Benefit Plan will be validly issued,  fully paid and  nonassessable,  I
         assumed that:  (1) the Company's  Board of Directors has exercised good
         faith in establishing the value paid for the Shares;  (2) All issuances
         and cancellations of the capital stock of the Company will be fully and
         accurately  reflected in the Company's Stock Records as provided by the
         Company's transfer agent; and (3) the  consideration,  as determined by
         the Company's  Board of Directors,  to be received in exchange for each
         issuance  of  common  stock of the  Company,  has been paid in full and
         actually received by the Company.

     E.  The  opinion  set forth  herein,  insofar  as it  relates  to  specific
         agreements  or  documents,  relates  to  the  specified  agreements  or
         documents and to the exhibits or schedules  referred to in this Opinion
         and  attached  to  such  agreements  or  documents  at the  time  of my
         examination  of such  agreements  or  documents.  Said opinion does not
         extend to  documents,  agreements  or  instruments  referred to in said
<PAGE>
         agreements or documents (even if incorporated therein by reference), or
         to any exhibits,  annexes or schedules  that are not identified in this
         Opinion.

     F.  I  expressly  except  from the  opinion  set forth  herein any  opinion
         concerning the need for  compliance by any party,  and in particular by
         the Company,  with the provisions of the securities  laws,  regulations
         and/or rules of the United States of America,  the State of Utah or any
         other  jurisdiction  with  regard  to any  other  issue  not  expressly
         addressed  herein,  which exclusion shall apply, but not be limited to,
         the  subsequent  tradeability  of the Shares on either state or Federal
         level.

     G.  I  expressly  except  from the  opinion  set forth  herein any  opinion
         concerning the adequacy or compliance with any laws,  Federal or state,
         of the Company's Form S-8 or any of its exhibits not expressly authored
         by me.

This  Opinion  may be relied upon by you only in  connection  with filing of the
Registration  Statement  and I hereby  consent to the use of it as an exhibit to
the Registration  Statement.  This Opinion may not be used or relied upon by you
or any other person for any purpose whatsoever,  except to the extent authorized
in the Accord, without in each instance my prior written consent.

My opinion  is  limited to the  specific  positions  expressed  above.  No other
opinions are intended to be inferred therefrom. This opinion is addressed to and
is for the benefit solely of the Company and no other person or persons shall be
furnished a copy of this opinion or are entitled to rely on the contents  herein
without  my  express  written  consent.  In the event  that any of the facts are
different  from  those  which  have been  furnished  to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

The opinions  contained in this letter are rendered as of the date hereof, and I
undertake  no, and disclaim  any,  obligation to advise you of any changes in or
any new  developments  which  might  affect any  matters or  opinions  set forth
herein.

Sincerely,
/s/ Gerald Einhorn
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Gerald Einhorn (Admitted to Practice in New York State Only)
