EXHIBIT 5

                         Glast, Phillips & Murray, P.C.
                          815 Walker Street, Suite 1250
                              Houston, Texas 77002
                                 (713) 237-3135

July 10, 2003

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  American Commerce Solutions, Inc. - Form S-8 Amendment No. 1

Gentlemen:

     I have acted as counsel to American  Commerce  Solutions,  Inc., a Delaware
corporation  (the "Company"),  in connection with its Registration  Statement on
Form S-8 Amendment No. 1 relating to the  registration  of 15,000,000  shares of
its common stock  ("Incentive  Shares"),  $0.002 par value per Incentive  Share,
which are issuable pursuant to the Company's  Employee Directors and Consultants
Retainer Stock Plan for the Year 2003, as well as the  registration of 5,000,000
shares of its common stock ("Stock  Shares"),  $0.002 par value per Stock Share,
which are issuable pursuant to the Company's Amended Non-Employee  Directors and
Consultants Retainer Stock Plan for the Year 2003.

     In my representation I have examined such documents, corporate records, and
other  instruments as have been provided to me for the purposes of this opinion,
including, but not limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.

     Based  upon  and  in  reliance  on  the  foregoing,   and  subject  to  the
qualifications  and  assumptions  set forth  below,  it is my  opinion  that the
Company is duly organized and validly  existing as a corporation  under the laws
of the State of Delaware,  and that the Stock Shares, when issued and sold, will
be validly issued, fully paid, and non-assessable.

     My opinion is limited by and subject to the following:

     (a) In  rendering  my  opinion  I have  assumed  that,  at the time of each
issuance  and sale of the Shares,  the  Company  will be a  corporation  validly
existing and in good standing under the laws of the State of Delaware.

     (b) In my examination of all documents,  certificates  and records,  I have
assumed  without  investigation,   the  authenticity  and  completeness  of  all
documents  submitted to me as originals,  the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals of all  documents  submitted to me as copies.  I have also assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authority of all persons  executing  documents on behalf of the parties  thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties  thereto other than the Company.  As to matters of fact
material to this opinion,  I have relied upon statements and  representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.

     (c) My opinion is based  solely on and limited to the  federal  laws of the
United  States of America and the laws of  Delaware.  I express no opinion as to
the laws of any other jurisdiction.

                                        Very truly yours,

                                        /s/ Norman T. Reynolds

                                        Norman T. Reynolds