Exhibit 5.1

Thomas C. Cook and Associates, Ltd.
Attorneys and Counselors at Law
3110 South Valley View, Suite 106
Las Vegas, Nevada 89102

Thomas C. Cook, Esq.
Admitted to practice in Nevada and California
Telephone (702) 876-5941
Facsimile (702) 876-8865
www.esquireonline.com

December 8, 2000

To: Board of Directors, Baylor Industries, Inc.

Re: Registration Statement of Form SB-2 (the "Registration Statement")

Gentlemen:

We have acted as your counsel in connection with the proposed issue and sale
by Baylor Industries, Inc., a Nevada corporation (the "Company") of up to a
maximum aggregate of 3,000,000 shares of Common Stock, $0.001 par value (the
"Company Shares") on the terms and conditions set forth in the Registration
Statement.

In that connection, we have examined original copies, certified or otherwise
identified to our satisfaction, of such documents and corporate records, and

have examined such laws or regulations, as we have deemed necessary or
appropriate for the purposes of the opinions hereinafter set forth.

Based on the Foregoing, we are of the opinion that:

1. The company is a corporation duly organized and validly existing under the
laws of the State of Nevada.

2. The issue and sale of the Company Shares to be sold pursuant to the terms
of the Registration Statement as filed with the Securities and Exchange
Commission have been duly authorized and, upon the sale thereof in
accordance with the terms and conditions of the Registration Statement be
validly issued, fully paid and non-assessable.

We hereby consent to be named in the Prospectus forming Part I of the
aforesaid Registration Statement under the caption, "Legal Opinions" and the
filing of this opinion as an Exhibit to said Registration Statement.

Sincerely,

/s/Thomas C. Cook, Esq.
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