SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                ATTORNEYS AT LAW

                                                                     EXHIBIT 5.1



                                                     May 8, 2006

VIA ELECTRONIC TRANSMISSION
- ----------------------------
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7010

RE:      Consolidated Energy, Inc.
         Form SB-2 Registration Statement (File No. 333-131802)

Ladies and Gentlemen:

     We refer to the  above-captioned  registration  statement on Form SB-2 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities Act"),  filed by Consolidated  Energy,  Inc., a Wyoming  corporation
(the "Company"), with the Securities and Exchange Commission,  pursuant to which
an  aggregate of  35,081,996  shares of common  stock are being  registered  for
resale.

     We have  examined the  originals,  photocopies,  certified  copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and other  documents  as we have  deemed  relevant  and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

     Based on our examination  mentioned  above, we are of the opinion that: (a)
the outstanding  shares of common stock being sold pursuant to the  Registration
Statement are legally and validly issued,  fully paid and  non-assessable  under
the corporate  laws of the State of Wyoming;  and (b) the shares of common stock
issuable  upon  exercise  of  outstanding   warrants  and  upon   conversion  of
outstanding  senior secured  convertible  notes are duly authorized and will be,
when issued in the manner described in the Registration  Statement,  legally and
validly issued,  fully paid and  non-assessable  under the corporate laws of the
State of Wyoming.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the  Act,  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission.

                                         /s/ Sichenzia Ross Friedman Ference LLP



                                      SRFF
             1065 AVENUE OF THE AMERICAS | NEW YORK, NEW YORK 10018
                 T 212 930 9700 | F 212 930 9725 | WWW.SRFF.COM