MOUNTAIN OIL INC
SB-2/A, EX-5, 2000-10-19
OIL & GAS FIELD EXPLORATION SERVICES
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Exhibit 4
Form SB-2
Mountain Oil, Inc.

                        October 12, 2000


The Board of Directors
Mountain Oil, Inc.
P. O. Box 1574
Roosevelt, UT  84066

Gentlemen:

     We have been retained by Mountain Oil, Inc. (the "Company"),
in  connection with the Registration Statement on Form SB-2 filed
by  the Company with the Securities and Exchange Commission  (the
"Registration Statement") relating to 1,000,000 shares of  common
stock,  par value $0.001 per share.  You have requested  that  we
render  an opinion as to whether the common stock as proposed  to
be  issued  on the terms set forth in the Registration  Statement
will be validly issued, fully paid and non-assessable.

      In  connection with this engagement, we have  examined  the
following:

          1.   the articles of incorporation of the Company;

          2.   the Registration Statement;

          3.   the bylaws of the Company; and

          4.   unanimous consents of the board of directors.

      We have examined such other corporate records and documents
and have made such other examinations as we deemed relevant.

     Based upon the above examination, we are of the opinion that
the  shares of common stock proposed to be issued pursuant to the
Registration Statement, are validly authorized and,  when  issued
in  accordance  with  the  terms set forth  in  the  Registration
Statement,  will  be  validly  issued,  fully  paid,   and   non-
assessable.

                               E-1
<PAGE>


The Board of Directors
Mountain Oil, Inc.
October 12, 2000
Page 2

      We hereby consent to being named in the Prospectus included
in  the  Registration Statement as having rendered the  foregoing
opinion and as having represented the Company in connection  with
the Registration Statement.

                              Sincerely yours,

                              /s/ Lehman Walstrand & Associates

                              LEHMAN WALSTRAND & ASSOCIATES

                               E-2
<PAGE>



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