EXHIBIT 5.1

                 [CHAPMAN & FLANAGAN, LTD. LETTERHEAD]

                              May 7, 2002

Board of Directors
Fenton Graham Marketing, Inc.
13215 Verde River Drive, Unit 1
Fountain Hills, Arizona  85268

     Re:  Fenton Graham Marketing, Inc., Registration Statement on Form SB-2
          Opinion regarding legality of shares

Gentlemen:

     We have acted as counsel to Fenton Graham Marketing, Inc., a
Nevada corporation (the "Company"), in connection with its
registration statement on Form SB-2 under the Securities Act of 1933,
filed by the Company with the Securities and Exchange Commission
relating to the registration of 5,000,000 shares of its common stock,
$0.001 par value per share, offered by the Company and 1,000,000
shares of the Company's common stock being offered concurrently by the
selling security holders named in the Prospectus (collectively, the
"Shares"). For the purposes of this opinion, the registration
statement and all amendments to the registration statement are
collectively referred to as the "Registration Statement."

     In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation and Bylaws of the Company.

     Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the laws of
the State of Nevada, and that, pursuant to the laws of the State of
Nevada, the Shares, when issued and sold, will be duly authorized,
validly issued, fully paid, and non-assessable.

     We are not opining as to any other statements made in the
Registration Statement or any other matters.  Furthermore, this
opinion is limited solely to facts and the laws in existence as of the
date hereof, and we provide no opinion as to the effect which any
changes in the laws or facts may have upon the matters concerning
which we are opining.

     We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned under
the caption "Legal Matters" in the prospectus contained therein.  This
consent is not to be construed as an admission that we are a person
whose consent is required to be filed with the Registration Statement
under the provisions of Section 7 of the Act.

                                   Sincerely,

                                   /s/ Chapman & Flanagan, Ltd.


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