[LETTERHEAD OF QUARLES & BRADY LLP]


                                  May 12, 2000

Mountain States Capital, Inc.
1401 East Thomas Road
Phoenix, Arizona 85014

     Re: Form SB-2 Registration Statement

Dear Sirs:

     We refer to the  Registration  Statement  on Form SB-2 of  Mountain  States
Capital,  Inc., an Arizona  corporation  (the "Company") to be filed on the date
hereof with the Securities and Exchange  Commission  under the Securities Act of
1933,  as amended  (the  "Registration  Statement"),  relating to the  recission
offering for  approximately  $2.6 million in outstanding  promissory  notes (the
"Outstanding  Notes") and the sale of up to $10 million in new promissory  notes
of the Company (the "New Notes" and,  collectively  with the Outstanding  Notes,
the "Notes"),  pursuant to the Broker/ Dealer Agreement, as amended, to be filed
as Exhibit 1.1 to the Registration Statement (the "Broker/ Dealer Agreement").

     We have  reviewed the General  Corporation  Law of the State of Arizona and
examined  originals,   or  copies  certified  or  otherwise  identified  to  our
satisfaction,  of such  documents,  and such  corporate  and other  records  and
proceedings of the Company,  and made such other  investigation and inquiries of
public officials and the officers of the Company, as we deemed necessary for the
opinions  hereinafter  expressed.  On the basis of the foregoing,  we are of the
opinion that:

     1. The Company is a corporation validly existing and in good standing under
the laws of the State of Arizona.

     2. The Outstanding Notes are legally issued, fully paid and non-assessable.
The New Notes covered by the Registration  Statement,  when issued and delivered
by the  Company  against  payment  therefor  as  provided  in  the  Registration
Statement and the Broker/ Dealer Agreement,  will be legally issued,  fully paid
and non-assessable.

     3. The Outstanding Notes are, and the New Notes covered by the Registration
Statement  will be, when issued and  delivered  by the Company  against  payment
therefor as  provided  in the  Registration  Statement  and the  Broker/  Dealer
Agreement, binding obligations of the Company.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference to our firm  appearing  under the
caption "Legal Matters" in the Prospectus  constituting part of the Registration
Statement;  provided however, that by so consenting, we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission.

                                        Sincerely,

                                        /s/ QUARLES & BRADY LLP