Exhibit 5.1


                                  [LETTERHEAD]
                             Michael S. Krome, Esq.
                                Attorney-at-Law
                                  8 Teak Court
                          Lake Grove, New York  11755

                             Tel.:   (631) 737-8381
                             Fax:    (631) 737-8382
                         email:  mskrome@optonline.net

                                Cheryl A. Krome
                                  Ronald Krome
                                Legal Assistant

								January 26, 2006


Golden Spirit Gaming Ltd.
1288 Alberni Street
Suite #806
Vancouver, B.C. Canada  V6E 4N5

Dear Sirs:

You have requested an opinion with respect to certain matters in connection with
the filing by Golden Spirit Gaming Ltd., (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission, covering 18,000,000 shares of common stock, par value
$0.0001 per share (the "Shares") to be issued pursuant to Golden Spirit Gaming
Ltd.'s (the Company) 2006 Stock Incentive and Option Plan (the "Plan").  As your
counsel in connection with this transaction, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the shares.

In connection with this opinion, we have examined and relied upon the Company's
Articles of Incorporation and By-Laws, Minutes of the Meetings of the Board of
Directors of the Company as well as the originals and copies, certified to my
satisfaction, of such records, documents certificates, memoranda and other
instruments as in my judgment are necessary or appropriate to enable me to
render the opinion contained herein.  We have assumed the genuineness and
authenticity of all documents submitted as originals, the conformity to the
originals of all documents submitted to me as copies thereof and the due
execution, delivery or filing of documents, where such execution, delivery or
filling are a prerequisite to the effectiveness thereof.

We have also reviewed the previous filings of the Company, and for the purposes
of this opinion have relied upon the representations of the Company that it is
current in its filings and that the filings are true and accurate
representations of the state of the Company when the documents were filed.  In
addition, it has been represented by the shareholders being issued shares and
states in any agreements, that none of the shares are being issued for services
in connection with any offer or sale of securities in a capital raising or to
directly or indirectly maintain a market for the securities of the Company.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued in accordance with the Registration Statement and
the Golden Spirit Gaming Ltd. 2006 Stock Incentive and Option Plan, will be
validly issued, fully paid and non-assessable shares of the Common Stock of the
Company, and do not need to bear a restrictive legend upon them.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

							Very truly yours,

                                                        /s/Michael S. Krome
                                                        ----------------
							Michael S. Krome