EXHIBIT 5.1 June 6, 1996 Mr. Norman J. Birmingham Westmark Group Holdings, Inc. 355 N.E. Fifth Avenue Delray, Florida 33483 Dear Mr. Birmingham: As counsel for Westmark Group Holdings, Inc., a Colorado corporation ("Company"), you have requested our firm to render this opinion in connection with the Registration Statement of the Company on Form SB-2 filed under the Securities Act of 1933, as amended ("Act"), with the Securities and Exchange Commission relating to the registration of the issuance of (i) up to 495,334 shares of common stock ("Common Stock"), (ii) 666,666 shares of Common Stock underlying currently exercisable warrants ("Warrants"), (iii) 331,905 shares of Common Stock underlying currently exercisable options granted under the Company's stock option plan ("Options"), and (iv) 708,690 shares of Common Stock issuable upon conversion of preferred stock ("Preferred Stock"). The Registration Statement also relates to the resale of 666,526 shares of Common Stock. We are familiar with the registration statement and the registration contemplated thereby. In giving this opinion, we have reviewed the registration statement and such other documents and certificates of public officials and of officers of the Company with respect to the accuracy of the factual matters contained therein as we have felt necessary or appropriate in order to render the opinions expressed herein. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents presented to us as originals, the conformity to original documents of all documents presented to us as copies thereof, and the authenticity of the original documents from which any such copies were made, which assumptions we have not independently verified. Based upon all the foregoing, we are of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado. 2. The shares of Common Stock to be issued will be validly issued, fully paid and non-assessable. Mr. Norman J. Birmingham May 17, 1996 Page 2 3. The shares of Common Stock underlying the Warrants to be issued upon exercise of such Warrants are validly authorized and, upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and nonassessable. 4. The shares of Common Stock underlying the Options to be issued upon exercise of such Options are validly authorized and, upon exercise of the Options in accordance with their terms, will be validly issued, fully paid and nonassessable. 5. The shares of Common Stock underlying the Preferred Stock to be issued upon conversion of such Preferred Stock are validly authorized and, upon conversion of the Preferred Stock in accordance with their terms, will be validly issued, fully paid and nonassessable. We consent to the use in the registration statement of the reference to Brewer & Pritchard, P.C. under the heading "Legal Matters." This opinion is conditioned upon the registration statement being declared effective and upon compliance by the Company with all applicable provisions of the Act and such state securities rules, regulations and laws as may be applicable. Very truly yours, BREWER & PRITCHARD, P.C.