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                      [HORWITZ, CUTLER & BEAM LETTERHEAD]



                                May 29, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

          RE: PENULTIMATE, INC.

Ladies and Gentlemen:

          This office represents PenUltimate, Inc., a Delaware corporation 
(the "Registrant") in connection with the Registrant's Registration 
Statement on Form S-8 under the Securities Act of 1933 (the "Registration 
Statement"), which relates to the issuance and sale of 23,066 shares of the 
Registrant's Common Stock issuable to Day, Campbell & McGill for performance 
of certain legal services (the "Shares" or the "Registered Securities"). 
In connection with our representation, we have examined such documents and 
undertaken such further inquiry as we consider necessary for rendering the 
opinion hereinafter set forth.

          Based upon the foregoing, it is our opinion that the Registered 
Securities, when sold as set forth in the Registration Statement, will be 
legally issued, fully paid and nonassessable.

          We acknowledge that we are referred to under the heading "Legal 
Matters" in the Prospectus which is a part of the Registrant's Form S-8 
Registration Statement relating to the Registered Securities, and we hereby 
consent to such use of our name in such Registration Statement and to the 
filing of this opinion as Exhibit 5 to the Registration Statement and with 
such state regulatory agencies in such states as may require such filing in 
connection with the registration of the Registered Securities for offer and 
sale in such states.

                                       HORWITZ, CUTLER & BEAM

                                       /s/ Horwitz, Cutler & Beam


