LAW OFFICES JENSEN, DUFFIN, CARMAN, DIBB & JACKSON INDEPENDENT PROFESSIONAL CORPORATION -- NOT A PARTNERSHIP 311 SOUTH STATE STREET SUITE 380 SALT LAKE CITY, UTAH 84111 THOMAS A DUFFIN, PC TELEPHONE J. CRAIG CARMAN, PC (801)531-6000 JULIAN D. JENSEN, PC TELECOPIER W. KEVIN JACKSON, PC (801)521-3731 DANIEL O. DUFFIN, PC January 27, 2003 Board of Directors Prime Resource, inc. 1245 East Brickyard Road Brickyard Tower, Suite 590 Salt Lake City, UT 84106 RE: Opinion on Legality - Updated 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 Fourth Amended 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 and Exchange Commission and otherwise registering such offering in various jurisdictions where the offering may be sold. It is also the opinion of the undersigned under Utah statutory and case law that all shares of Prime will, when sold, be legally issued, fully paid and non-assessable. It is further understood and agreed between the undersigned and the Company that this letter will be required to be filed as an 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