EXHIBIT 5.1

                               LEONARD E. NEILSON

                           A PROFESSIONAL CORPORATION

LEONARD E. NEILSON                          8160 SOUTH HIGHLAND DRIVE, SUITE 209
 ATTORNEY AT LAW                                               SANDY, UTAH 84093
                                                       TELEPHONE: (801) 733-0800
                                                             FAX: (801) 733-0808
                                                     E-MAIL: LNEILSONLAW@AOL.COM



                                February 11, 2004

Ventures-National Incorporated
44358 Old Warm Springs Boulevard
Fremont, California 94538

         Re:      Ventures-National Incorporated
                  Registration Statement on Form SB-2
                  SEC File no. 333-112362

To the Board of Directors:

         I have been retained as special counsel to VENTURES-NATIONAL
INCORPORATED, a Utah corporation (the "COMPANY"), in connection with its
registration statement on Form SB-2 referenced above and filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "SECURITIES ACT"). The registration statement relates to the
proposed offering by certain selling stockholders of up to 7,700,000 shares of
the Company's common stock, par value $.001 per share (the "SHARES").

         This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-B, promulgated under the
Securities Act, for filing as Exhibit 5.1 to the above referenced registration
statement.

         In reaching the opinion stated in this letter, I have reviewed the
registration statement, the Company's Articles of Incorporation and By-Laws,
both as amended to date, and pertinent minutes and resolutions of the Company's
Board of Directors. I have also examined such other documents, certificates,
instruments and corporate records, and such statutes, regulations, decisions and
questions of law as I have deemed necessary or appropriate for the purpose of
this opinion. I have been furnished with originals or copies of such corporate
or other records of the Company. In addition, I have made such other legal and
factual examinations and inquiries as I have considered necessary as a basis for
the opinion expressed herein.

         In my examination of the Company's corporate records, I have presumed,
without independent investigation, the authenticity of all documents submitted
to me as originals, the conformity to original documents of all documents
submitted to me as copies thereof, the genuineness of all signatures and the
veracity, accuracy and completeness of all records made available to me by the
Company.

         As to the question of facts material to this opinion letter, I have
relied upon the representations and warranties, certificates of and
conversations and correspondences with representatives of the Company and/or its
legal counsel.

         My opinion set forth herein is limited to the Federal laws of the
United States of America and the corporate laws of the State of Utah. I express
no opinion concerning any law of any other jurisdiction or the local laws of any
jurisdiction. My opinion is expressly limited to those matters set forth herein
and I




VENTURES-NATIONAL INCORPORATED
FEBRUARY 11, 2004
PAGE 2


make no opinion, expressed or implied, as to any other matters relating to
the Company or its securities.

         Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued and sold in the manner described in the registration
statement, as amended, will be duly authorized, validly issued, fully paid and
non-assessable.

         I hereby consent to the filing of this opinion as an Exhibit to the
registration statement and to the reference to my name under the heading "LEGAL
MATTERS" of the Prospectus constituting a part thereof. In giving this consent,
I do not admit that I am within the category of persons whose consent is
required under the Securities Act, including Section 7 thereof, or rules and
regulations promulgated thereunder.

         It is understood that this opinion is furnished to you in connection
with the filing of the registration statement and is not to be used, circulated,
quoted or otherwise relied upon for any other purpose. I do not undertake to
advise you of any changes in the opinion expressed herein resulting from changes
in law, changes in fact or any other matters that might occur or be brought to
my attention after the effective date of the registration statement.


                                                     Yours truly,



                                                     LEONARD E. NEILSON, P.C.
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