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

June 11, 2003

Board of Directors
PocketSpec Technologies Inc.
3225 East 2nd Ave.
Denver, Colorado 80206.


Gentlemen:

We have acted as counsel to  PocketSpec  Technologies  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 1,000,000 shares of the Company's common stock,
no par value (the "Shares"),  pursuant to the 2003 Stock  Compensation Plan I of
June 1, 2003, (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 June 11,  2003 as an exhibit to the
Registration  Statement of PocketSpec  Technologies Inc. and to the reference to
our firm in the Registration Statement.

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