Exhibit 5


December 3, 1999                                                  HAND DELIVERED

Board of Directors, Cassco Capital Corporation
Number One, Fenton Way Business Park, Fenton Way
Chatteris, Cambridgeshire
United Kingdom PE 16 6 US

Re: Cassco Capital Corporation (Company)/Registration Statement on Form S-8

Ladies and Gentlemen:

As counsel for the Company, I am furnishing this opinion to you in compliance
with the referenced matter and am familiar with the articles of incorporation of
the Company and its corporate powers, franchises and other rights under which it
carries on its business. I am also familiar with the Bylaws, minute book and
other corporate records of the Company. For the purpose of the opinions
expressed below, I have examined, among other things, the registration statement
on Form S-8 to be filed in regards of the above offering (Registration
Statement), and have supervised proceedings taken in connection with the
authorization, execution and delivery by the Company of the Registration
Statement and, as contemplated thereby, the authorization and issuance of the
shares of common stock to be issued thereunder. In arriving at the opinions set
forth below, I have examined and relied upon originals or copies, certified or
otherwise identified to my satisfaction, of all such corporate records and all
such other instruments, documents and certificates of public officials, officers
and representatives of the Company and of other persons and have made such
investigations of law as I have considered necessary or appropriate as a basis
for my opinions. Moreover, I have with your approval relied as to factual
matters stated therein on the certificates of public officials, and I have
assumed, but not independently verified, that the signatures on all documents
which I have examined are genuine and that the persons signing such had the
capacity to do so. This opinion further expressly assumes that the shares
covered by the Registration Statement will be issued in conformity with the
terms and conditions applicable thereto.

Based upon and subject to the forgoing, I am of the opinion that the issuance
and sale of the stock in this offering have been duly and validly authorized and
upon delivery to the shareholders in accordance with the terms and conditions of
the exhibits to the Form S-8 will have been duly authorized, validly issued,
fully paid for and nonassessable.

I am admitted to practice before the Bar of the State of Colorado only. I am not
admitted to practice in any other jurisdiction in which the Company may own
property or transact business. My opinions herein are with respect to federal
law only and, to the extent my opinions are derived from laws of other
jurisdictions, are based upon an examination of relevant authorities and are
believed to be correct, but I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. My opinions
are qualified to the extent that the enforcement of rights and remedies are
subject to bankruptcy, insolvency and other laws of general application
affecting the rights and remedies of creditors and security holders and to the
extent that the availability of the remedy of specific enforcement or of
injunctive relieve is subject to the discretion of the court before which any
proceeding thereof may be brought.

This opinion is furnished by me to you as counsel for the Company and it is
solely for your benefit. This opinion is not to be used, circulated, quoted or
otherwise referred to for any other purpose, other than as set forth in my
consent to the use of the same in the Form S-8.

I hereby consent to the filing of this letter with the Commission as Exhibit 5.1
to the Registration Statement. In giving this consent, I do not admit that I am
included in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Commission.

Very truly yours,


/s/ Mark S. Pierce
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Mark S. Pierce