May 16, 2001



BGI,  Inc.
13581  Pond  Springs  Road,  Suite  105
Austin,  Texas  78729

     Re:     BGI,  Inc.  Consultant  Incentive  Plan

Ladies  and  Gentlemen:

     We  have examined the Registration Statement on Form S_8 to be filed by you
with the Securities and Exchange Commission and the Application for Registration
of  Securities  to  be  filed  by  you  with  the  Texas  State Securities Board
(together,  the  "Registration  Statements")  in  connection  with the BGI, Inc.
Consultant  Incentive Plan (the "Plan"), which Registration Statements cover the
offer  and  sale  of  shares  of  common  stock,  par value $.001 per share (the
"Shares"), of BGI, Inc. to be issued by BGI, Inc. pursuant to the Plan.  We have
also  examined your minute books and other corporate records, and have made such
other  investigation as we have deemed necessary in order to render the opinions
expressed  herein.

     Based  on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable  in  accordance  with  the  Oklahoma  General  Corporation  Act.

     Consent  is  hereby  given for the inclusion of this opinion as part of the
referenced  Registration  Statements.

                              Very  truly  yours,


                              /s/  Winstead  Sechrest  &  Minick  P.C.
                              ----------------------------------------
                              Winstead  Sechrest  &  Minick  P.C.

CSS:sb