AXELROD, SMITH & KIRSHBAUM
                   An Association of Professional Corporations
                                ATTORNEYS AT LAW
                         5300 Memorial Drive, Suite 700
                            Houston, Texas 77007-8292


                                                      Telephone  (713)  861-1996
Robert  D.  Axelrod,  P.C.                            Facsimile  (713)  552-0202

                                February 9, 1999



Mr.  Gilbert  Gertner
Worldwide  Petromoly,  Inc.
1300  Post  Oak  Boulevard,  Suite  1985
Houston,  Texas  77056

Dear  Mr.  Gertner:

     As  counsel  for  Worldwide  Petromoly,  Inc.,  a  Colorado  corporation
("Company"),  you  have  requested our firm 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 500,000 shares of common stock, no par value per share (the
"Common  Stock"),  to  be  issued  to  consultants to the Company, pursuant to a
Consulting  Services  Plan  and  Agreement  dated  February 9, 1999 ("Consulting
Agreement")  between  the  Company  and  the  consultants.

     We  are  familiar  with  the  Registration  Statement  and the registration
contemplated thereby.  In giving this opinion, we 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 our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us  as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.

     Based  upon  the  foregoing,  we  are  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  Colorado;  and

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2.     The  shares of Common Stock to be issued are validly authorized and, when
issued  and  delivered in accordance with the terms of the Consulting Agreement,
will  be  validly  issued,  fully  paid  and  nonassessable.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement  and to the reference in the Registration Statement to Axelrod, Smith,
&  Kirshbaum  under  the  heading  "Exhibits-Opinion."


                              Very  truly  yours,

                              /s/  Axelrod,  Smith  &  Kirshbaum


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