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                                                                       EXHIBIT 5



                      OPINION AND CONSENT OF LEGAL COUNSEL


                                    DAVID WAGNER & ASSOCIATES, P.C.
                                    Attorneys and Counselors at Law
                                    8400 East Prentice Avenue
                                    Penthouse Suite
                                    Englewood, CO  80111

May 2, 2001

Board of Directors
Real Estate Opportunities, Inc.
3225 East 2nd Ave.
Denver, Colorado 80206.


Gentlemen:

We have acted as counsel to Real Estate Opportunities, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act of 1933, as amended, of the 250,000 shares of the Company's common stock, no
par value (the "Shares"), pursuant to the 2001 Stock Compensation Plan I of
April 30, 2001, (the "Plan"). As such, we have examined the Registration
Statement and such other documents of the Company as we deemed appropriate under
the circumstances.

Based upon the foregoing, and assuming that the Shares will be issued as set
forth in the Plans and Registration Statement, at a time when effective, and
that there will be full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended and the rules and regulations promulgated pursuant to said
Acts, and in those states in which the Shares may be sold, we are of the opinion
that, upon issuance of the Shares according to the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the Plan Beneficiaries, once issued pursuant to the
Plans as described in the Registration Statement.

This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based on
our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with the Company in respect to any matter which comes to our
attention hereafter.


Very truly yours,

/s/ DAVID WAGNER & ASSOCIATES, P.C.
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Consent:

We consent to the use of our opinion dated May 2, 2001 as an exhibit to the
Registration Statement of Real Estate Opportunities, Inc. and to the reference
to our firm in the Registration Statement.


/s/ DAVID WAGNER & ASSOCIATES, P.C.
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