EXHIBIT 5.1
                                  EXHIBIT 23.2
                  Consent/Opinion of Jonathan Dariyanani, Esq.




                               Jonathan Dariyanani
                                 Attorney at Law
                               Zoma Law Group, LLC
                           4720 Center Blvd, Suite 317
                               New York, NY 11101
                                Tel 415-699-7121
                                Fax 415-358-5548
                          Email: JDARIYANANI@GMAIL.COM


                                 August 20, 2008


Momentum Biofuels, Inc.
2600 S. Shore Blvd., Suite 100
League City, Texas  77573

Re:     Registration Statement on Form S-8

Ladies and Gentlemen:

I have examined the  Registration  Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 500,000 shares (the "Shares") of your
Common Stock issued or issuable  under the 2008 MOMENTUM  BIOFUELS,  INC.  STOCK
OPTION AND AWARD PLAN (the  "Plan")  referred  to  therein.  As your  counsel in
connection  with this  transaction,  I have examined the  proceedings  taken and
proposed to be taken by you in connection with the issuance of the Shares.

It is my opinion that the Shares,  when issued and paid for in  accordance  with
the terms of the Plan,  will be legally and  validly  issued,  fully  paid,  and
nonassessable.

I further  consent to the use of this opinion as an exhibit to the  Registration
Statement,  including  the  prospectus  constituting  a part  thereof,  and  any
amendment thereto.

                                                Sincerely,


                                                /s/Johnathan Dariyanani
                                                ----------------------------
                                                Jonathan Dariyanani, Esq.