EXHIBIT 5.21 FOX LAW OFFICES, P.A. P.O. BOX 1097 PECOS, NEW MEXICO 87552 Telephone (505) 757-6411 Facsimile (505) 757-2411 April 27, 1999 Board of Directors ARXA International Energy, Inc. 530 Wells Fargo Drive, Suite 310 Houston, Texas 77090 In re: ARXA International Energy, Inc. Registration Statement on Form S-8 Newton M&A Consulting Agreement Gentlemen: We have represented ARXA International Energy, Inc., a Delaware Corporation, ("Company") in connection with the preparation of a registration statement filed with the Securities and Exchange Commission on Form S-8 ("Registration Statement") relating to the proposed issuance of up to 4,000 shares ("Shares") of the Company's Common Stock, (par value of $.001 per share) ("Common Stock") pursuant to the terms of an M&A Consulting Agreement with Mr. John Newton, Newturn Oil, dated April 6, 1998. In this connection, we have examined such documents, corporate records and other papers as we deemed necessary to examine for the purposes of this opinion. We are of the opinion that the shares of Common Stock will be, when issued pursuant to the M&A Consulting Agreement, legally issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as an Exhibit to the Registration Statement. Yours truly, FOX LAW OFFICES, P.A. /s/ Richard C. Fox - ------------------------- By: Richard C. Fox