EXHIBIT 5 - OPINION OF KRYS BOYLE FREEDMAN & SAWYER, P.C.

                      KRYS BOYLE FREEDMAN & SAWYER, P.C.
                              ATTORNEYS AT LAW
                    Dominion Plaza, Suite 2700 South Tower
                           600 Seventeenth Street
                           Denver, Colorado 80202
Telephone                                                         Facsimile
(303) 893-2300                                               (303) 893-2882



                               August 9, 2001

Mountain States Lending, Inc.
7435 East Peakview Avenue
Englewood, Colorado  80111

Gentlemen:

     We have acted as counsel to Mountain States Lending, Inc., a Colorado
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form SB-2 (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, a total of 800,000
shares (the "Shares") of its common stock, no par value (the "Common Stock")
for sale.  This opinion is being rendered in connection with the filing of the
Registration Statement.  All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.

     In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

     Based upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the 800,000 Shares being offered for sale will be
duly and validly authorized by the Company and will be duly and validly
issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.

                                    Very truly yours,

                                    KRYS BOYLE FREEDMAN & SAWYER, P.C.


                                    By: /s/ Jon D. Sawyer
                                        Jon D. Sawyer