EXHIBIT 5 -- Opinion of Weed & Co. LLP


                                 WEED & CO. LLP
     4695 MACARTHUR COURT, SUITE 1430, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

                                December 28, 2004

Board of Directors
ERF Wireless, Inc.
2911 South Shore Boulevard, Suite 100
League City, Texas 77573


         Re: Form S-8 Registration Statement; Opinion of Counsel

Dear Members of the Board:

You have requested our opinion with respect to certain matters in connection
with ERF Wireless, Inc.'s (the "Company") filing of a registration statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of an aggregate of 5,000,000 shares of the
Company's common stock, $.001 par value (the "Shares"), pursuant to the 2004
Non-Qualified Stock Compensation Plan (the "Stock Plan").

In connection with this opinion, we have examined the Registration Statement and
such other documents, records, certificates, memoranda and other instruments as
we deemed necessary for the basis of this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as copies and the
due execution and delivery of all documents where due execution and delivery are
a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Stock Plan, the
Consulting Agreements and the Registration Statement and related prospectus,
will be legally issued, fully paid and non-assessable.

We consent to the use of our opinion as an exhibit to the Form S-8 Registration
Statement and to the reference to this firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.


                               Very truly yours,


                               /s/ Weed & Co. LLP
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                               Weed & Co. LLP