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                  [MACKALL CROUNSE & MOORE PLC LETTERHEAD]



                               September 15, 1997




Board of Directors                                                     EXHIBIT 5
Surrey, Inc.
13110 Trails End Road
Leander, TX   78641

         Re:     Registration Statement on Form SB-2


Ladies and Gentlemen:

         We have acted as legal counsel for Surrey, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
SB-2 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended, of 718,750 units (the "Units"), each Unit
consisting of two shares of common stock, no par value (the "Common Stock"),
and one Redeemable Common Stock Purchase Warrant (the "Redeemable Warrants").
The number of Units registered includes 93,700 Units which may be sold by the
Company to cover over-allotments, if any.

         In connection therewith, we have examined (a) the Articles of
Incorporation and Bylaws of the Company, both as amended to date; (b) the
corporate proceedings of the Company relative to its organization and to the
authorization and issuance of the Units; (c) the Registration Statement and the
Preliminary Prospectus included as a part thereof (the "Prospectus"); and (d)
the form of Warrant Agent and Warrant certificate and form of Underwriting
Agreement filed with the Securities and Exchange Commission as an exhibit to
the Registration Statement (the "Underwriting Agreement").  In addition to such
examination, we have reviewed such other proceedings, documents, and records
and have obtained from the Company or its officers such additional facts as we
deem necessary or appropriate for purposes of this opinion.

         Based upon the foregoing, we are of the opinion that:

         1.      The Company has been legally incorporated and is validly
                 existing under the laws of the State of Texas.

         2.      All necessary corporate action has been taken by the Company
                 to authorize the issuance of the Units.
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                    [MARKALL CROUNSE & MOORE PLC LETTERHEAD]




Surrey, Inc.
September 15, 1997
Page 2




         3.      The shares of Common Stock constituting part of the Units are
validly authorized by the Company's Articles of Incorporation, as amended, and
when issued and paid for in accordance with the Underwriting Agreement, will be
validly issued, fully paid, and non-assessable.

         4.      The Redeemable Warrants constituting part of the Units have
been validly authorized, and when issued and paid for in accordance with the
Underwriting Agreement, will be binding obligations of the Company.

         5.      The shares of Common Stock issuable upon exercise of the
Redeemable Warrants are validly authorized by the Company's Articles of
Incorporation, as amended, and upon exercise of the Redeemable Warrants
pursuant to the terms thereof, will be validly issued, fully paid, and
non-assessable.

         We are admitted to the bar of the State of Minnesota and our opinions
expressed herein relate only to the laws of such state or the laws of the
United States as stated herein.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus.

                                              Very truly yours,

                                              MACKALL, CROUNSE & MOORE, PLC

                                              /s/ Mackall, Crounse & Moore, PLC