Law Ofices
                           JENSEN, DUFFIN & DIBB, LLP
                             311 SOUTH STATE STREET
                                    SUITE 380
                           SALT LAKE CITY, UTAH 84111
                                                                   TELEPHONE
THOMAS A. DUFFIN, P.C.                                             (801)
JULIAN D. JENSEN, P.C.                                             531-6600
BRUCE L. DIBB, P.C.                                                TELECOPIER
DANIEL O. DUFFIN, P.C.                                             (801)
                                                                   521-3731

                                  May 14, 2002



Board of Directors
Prime Resource, Inc.
22 East First South/Fourth Floor
Salt Lake City, UT   84111

         RE:      Consent Letter of Legal Counsel
                  SB-2 Registration

Dear Prime Resource Board of Directors:

         This  letter will  affirm the  consent of the  undersigned  counsel for
Prime Resource, Inc. for his name and the name of his associated firm to be used
in the SB-2  Registration  Statement and any subsequent  amendment thereto being
filed with the SEC prepared  through our office.  The undersigned and associated
firm members consent to their name being used as the designated  experts for the
company as its securities  counsel for this  registration.  The undersigned also
consents  to the use of his  opinion  letter "In Re  Legality"  concerning  this
offering  and the  company  as part of the filed  exhibits  to the  Registration
Statement.

                                                      Sincerely,



                                                      /s/ Julian D. Jensen
                                                      ---------------------
                                                          Julian D. Jensen
                                                          Attorney at Law

JDJ/jp
PRIME RESOURCE/L.BrdDirect


PRIME RESOURCE/L.Consent