Exhibit 5

 	                                        Office of General Counsel

							November 14, 2005

Board of Directors and Officers
McKenzie Bay International, Ltd
37899 Twelve Mile Road Suite 300
Farmington Hills, MI 48331

Gentlemen:

Reference is made to the Registration Statement on Form SB-2, to be filed by
McKenzie Bay International, Ltd., a Delaware corporation (the "Company") with
the Securities and Exchange Commission.  The Registration Statement seeks to
register an aggregate of 46,275,945 shares of the Company's common stock, (the
"Shares").  As set forth in the Registration Statement, certain of the Shares
have been issued by the Company and the remainder of the Shares may be issued by
the Company in the future.  I have acted as the Company's counsel in connection
certain corporate matters relating to the authorization, issuance and future
issuance of the Shares.

In connection with this opinion, I have reviewed originals or copies of the
following documents: (a) the Registration Statement, (b) the Certificate of
Incorporation of the Company and amendments thereto, (c) the Bylaws of the
Company, (d) records of the Company's corporate proceedings and (e) such
statutes as I have deemed relevant or necessary for the purpose of this opinion.

In addition, I have examined such other documents, records and papers as I have
deemed necessary or appropriate in order to give the opinions set forth herein.
In rendering my opinions herein, the documents I have examined were originals or
copies, certified or otherwise identified to my satisfaction. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to authentic
originals of all documents submitted to me as copies. As to questions of fact
material to my opinion, I have relied upon statements and certificates of the
Company or of government or other officials.

Based on the foregoing, I am of the opinion that the Shares which have been
previously issued have and the Shares to be issued in the future will be legally
issued, fully paid and non-assessable and the Shares when resold by the selling
stockholders as described in the Registration Statement will continue to be
legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement as well as any subsequent amendments to the Registration Statement and
to the reference to me under the caption "Legality of Shares" therein. In giving
such consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations promulgated thereunder.

					Very truly yours,

					/s/ Donald C. Harms
					-------------------
					Donald C. Harms
					General Counsel