EXHIBIT 5.17


                             FOX LAW OFFICES, P.A.
                                 P.O. BOX 1097
                           PECOS, NEW MEXICO  87552
                           Telephone (505) 757-6411
                           Facsimile (505) 757-2411


August 24, 1998


Board of Directors
ARXA International Energy, Inc.
110 Cypress Station Drive,  Suite 280
Houston, Texas  77090

      In re:  ARXA International Energy, Inc.
                Registration Statement on Form S-8
                Gregory Leone

Gentlemen:

We have represented ARXA International Energy, Inc., a Delaware Corporation,
("Company") in connection with the preparation of a registration statement
filed with the Securities and Exchange Commission on Form S-8 ("Registration
Statement") relating to the proposed issuance of up to 100,000 shares
("Shares") of the Company's Common Stock, (par value of $.001 per share)
("Common Stock") pursuant to the terms of an Consulting Agreement with Gregory
S. Leone dated August 3, 1998.  In this connection, we have examined such
documents, corporate records and other papers as we deemed necessary to examine
for the purposes of this opinion.

We are of the opinion that the shares of Common Stock will be, when issued
pursuant to the Consulting Agreement, legally issued, fully paid and
nonassessable.

We hereby consent to the filing of this Opinion as an Exhibit to the
Registration Statement.

Yours truly,
FOX LAW OFFICES, P.A.


  /s/ Richard C. Fox
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By:  Richard C. Fox