November 21, 2001

Centrex Inc.
8908 S. Yale Ave., Suite 409
Tulsa, OK 74137

Ladies and Gentlemen:

         You have  requested  my opinion  with  respect  to  certain  matters in
connection  with the filing by Centrex Inc. (the  "Company")  of a  Registration
Statement  on Form  S-8  (the  "Registration  Statement")  with  the  Securities
Exchange  Commission  covering the  offering of (i) up to 260,000  shares of the
Company's  Common  Stock,  $0.001  par value  pursuant  to the Guise  consulting
agreement and (ii) up to three million (3,000,000) share of the Company's Common
Stock,  $0.001 par value to be issued  pursuant to the  exercise of common stock
options to be granted under the Centrex Inc's First Amended  Employee  Incentive
Stock Option Plan.

         In  connection  with this  opinion  I have  examined  the  Registration
Statement and related  Prospectus,  the Company's  Articles of Incorporation and
By-Laws, Employee Incentive Stock Option Plan and such other documents,  records
certificates, memoranda and other instruments I have deemed necessary as a basis
for this  opinion.  I have relied upon the  accuracy of the factual  information
provided to me by the Company and upon the accuracy of the  representations  and
undertakings  set  forth  in the  Registration  Statement.  I have  assumed  the
genuineness and authenticity of all documents submitted to me as originals,  and
the due  execution  and  delivery  of all  documents,  where due  execution  and
delivery are a prerequisite to the effectiveness thereof.

         On the basis of the  foregoing,  and in reliance  thereon,  I am of the
opinion  that the  shares,  when sold and  issued in  accordance  with the Guise
Consulting Agreement and issued and exercised pursuant to the Employee Incentive
Stock Option Plan, will be validly issued, fully paid and nonassessable.

         I am furnishing  this opinion  letter to you solely for your benefit in
connection with the  registration  statement  referenced  herein. I disclaim any
obligation to update this opinion letter for changes of fact, law or otherwise.

         I hereby  consent to the filing of this opinion letter as an exhibit to
the  Registration  Statement.  In giving this consent,  I do not thereby concede
that I am within the  category of persons  whose  consent is required  under the
Securities Act of 1933 as amended, or the Rules and Regulations thereunder.



                                         Very Truly Yours,


                                         /s/ Ronald C. Kaufman
                                         --------------------------------------
                                         Kaufman & Associates, PLLC