EXHIBIT 5



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



July 15, 2004


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

Re:  Marmion Industries Corp. - Form S-8

Gentlemen:

     I  have  acted as counsel to Marmion Industries Corp., a Nevada corporation
(the  "Company"),  in  connection  with  its  Registration Statement on Form S-8
relating  to  the  registration  of  50,000,000  shares  of  its  common  stock
("Incentive  Shares"),  par value $0.001 per Incentive Share, which are issuable
pursuant to the Company's Employee Stock Incentive Plan for the Year 2004 No. 3,
as well as the registration of 50,000,000 shares of its common ("Stock Shares"),
par  value  $0.001 per Stock Share, which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No.
3.

     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 Nevada, and that the Incentive Shares and 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 Nevada.

     (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.


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

                                              Very truly yours,

                                              /s/  Norman T. Reynolds

                                              Norman T. Reynolds


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