|Abstract:||Opacity and variation are topics of considerable interest to contemporary phonologists because they present significant challenges for the dominant theoretical paradigm, Optimality Theory. Opacity is problematic for OT, and indeed all surface-based approaches to phonology (e.g. Natural Generative Phonology), because opacity results in generalizations not being surface-true. On the other hand, variation challenges the stipulated categorical nature of constraint interaction in OT and strict dominance hierarchies. Save a few notable exceptions (Anttila, 2007; Kawahara, 2002), these two phenomena have been studied independently. In this paper, I suggest that significant insight into opacity can be gained by looking at cases involving both. The solution I propose begins by adopting an exemplar-based theory of phonology (Johnson, 1997) to account for variation. This approach relies on representations, rather than the grammar, as a solution by incorporating all variants into the UR. This can account for variation involving opacity as well as for cases of opacity that do not involve variation because of the similarity of primary linguistic data for these two empirical domains. This takes advantage of a primary tenet of exemplar-based phonology: that a morpheme’s representation consists of the all of the heard tokens of that morpheme.