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: Opinion on Legality SB-2 Registration Filing Dear Prime Resource Board of Directors: Our office has been asked by Mr. Terry Deru, your President, to prepare for the Board of Directors an opinion on the legality of the proposed Registration to be filed with the Securities and Exchange Commission on Form SB-2. In response to that request, it is the opinion of our office that Prime Resource, Inc. is a Utah corporation in good standing and is fully capable of completing and filing a Registration Statement on Form SB-2 with the Securities Exchange Commission and otherwise registering such offering in various jurisdictions where the offering may be sold. It is also the opinion of the undersigned that the securities covered by the Registration Statement will, when sold, be legally issued, fully paid and non-assessable. It is also the opinion of our office that the proposed SB-2 Registration Statement constitutes an apparent adequate and complete filing under the Securities and Exchange Act of 1933, though such opinion does not intimate or mean that the Securities and Exchange Commission may not require various amendments before such Registration may become effective. It is further understood and agreed between the undersigned and the Company that this letter will be required to be filed as a Exhibit to the Registration Statement. If you have any questions regarding this opinion, please contact the undersigned at your earliest convenience. Sincerely, /s/ Julian D. Jensen --------------------- Julian D. Jensen Attorney at Law JDJ/jp PRIME RESOURCE/L.BrdDirect 1