EXHIBIT 5



                        OPINION OF BRYAN J. YARNELL, ESQ.





                             BRYAN J. YARNELL, P.A.
                           A PROFESSIONAL CORPORATION

                           ATTORNEY & COUNSELOR AT LAW
                                 954 Fitch Drive
                         West Palm Beach, Florida 33415
                      Tel: 561.478.1157   Fax: 561.712.7889


                                  June 14, 2002


John  W.  Adair
Adair International Oil and Gas, Inc
3000  Richmond  Avenue,  Suite  100
Houston,  Texas  77098


     Re:     Opinion  Regarding  Form  S-8  Registration  Statement


Dear  Mr.  Adair:

     As  General  Counsel  for  Adair  International  Oil  and Gas, Inc, a Texas
corporation  (the  "Company"),  you  have  asked  me  to  render this opinion in
connection  with  the  registration  statement  of  the  Company  on  Form  S-8
("Registration  Statement")  under  the  Securities Act of 1933, as amended (the
"Act"),  filed  with  the  Securities  and  Exchange  Commission relating to the
registration  of  the issuance of up to 7,605,869 shares of common stock, no par
value  per  share  (the  "Common  Stock"),  to  be issued to certain consultants
pursuant  to  the  Consulting  Agreement  of  the  Company.

     I  am  familiar  with  the  Registration  Statement  and  the  registration
contemplated  thereby.  In giving this opinion, I have reviewed the Registration
Statement  and  such other documents and certificates of public officials and of
officers  of  the  Company  with  respect to the accuracy of the factual matters
contained  therein  as  we have felt necessary or appropriate in order to render
the  opinions  expressed  herein.  In  making my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents presented to me
as originals, the conformity to original documents of all documents presented to
me  as copies thereof, and the authenticity of the original documents from which
any  such copies were made, which assumptions I have not independently verified.



John  W.  Adair
Adair  International  Oil  &  Gas
June  14,  2002
Page  2  of  2


     Based  upon  the  foregoing,  I  am  of  the  opinion  that:

          1.   The Company is a corporation duly organized, validly existing and
               in  good  standing  under  the  laws  of  the State of Texas; and

          2.   There  are  150,000,000 validly authorized shares of Common Stock
               with  142,394,131  outstanding shares of Common Stock. Therefore,
               the  7,605,869  shares  to  be registered in the January 31, 2002
               Form  S-8  are validly authorized and, when issued, delivered and
               paid  for  in  accordance  with  the  terms  of  the  Consulting
               Agreement, will be validly issued, fully paid and non-assessable.



                              Sincerely,



                              Bryan  J.  Yarnell