Law Office of Shawn F. Hackman, a P.C.
               3360 West Sahara Avenue, Suite 200
                     Las Vegas, Nevada 89102
                        (702) 732-2253


November 19, 1999




U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re:  MERCURY CAPITAL CORP. - Form S-4

Dear Sir/Madam:

We have acted as counsel to MERCURY CAPITAL CORP., a Colorado
corporation ("Company"), in connection with its Registration
Statement on Form S-4 relating to the registration of 10,440,000
shares of its common stock ("Shares"), at a maximum offering
price of $0.10 per Share.

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 Colorado, and that the Shares, when issued
and sold, will be validly issued, fully paid, and non-assessable.

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

                              Sincerely,


                              /s/  Shawn F. Hackman
                              Shawn F.Hackman, Esq.