Exhibit 5.1

                      OPINION OF COUNSEL
                        Rebecca Wilson
                       Attorney at Law
                 2961W. MacArthur, Suite 120
                     Santa Ana, CA 92704
            (714) 850-3356 / (714) 850-3368 (fax)


August 27, 2001

Rhino Enterprises Group, Inc.
2925 LBJ Freeway, Suite 188
Dallas, TX 75234

Re:  Registration Statement on Form S-8

Gentleman:

     I have acted as counsel for Rhino Enterprises Group, Inc.
(the "Company"), in connection with the preparation and filing of
the Company's Registration statement on Form S-8 under the
Securities Act of 1933, as amended, (the "Registration
Statement"), relating to 700,000 shares of the Company's common
stock, no par value, (the "common stock"), issuable pursuant to
the Company's Advisory and Consultants Agreements, (the "Plan").

     I have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company and all amendments
thereto, the Registration Statement and originals, or copies
certified to my satisfaction, of such records and meetings,
written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company, and such other
documents and instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.

     Based on the foregoing examination, I am of the opinion that
the shares of Common Stock issuable with the Plan are duly
authorized and, when issued in accordance with the Plan, will be
validly issued, fully paid and nonassessable.

     Further, I consent to the filing of this opinion as an
exhibit to the Registration Statement.

Very truly yours,

/s/ Rebecca Wilson
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Rebecca Wilson, Esq.