EXHIBIT 5.1

                           OPINION OF KRANITZ & PHILIPP
                          AS TO THE LEGALITY OF THE UNITS


                           [KRANITZ & PHILIPP LETTERHEAD]



                                  May 22, 2001


Mentor Capital Consultants, Inc.
4940 Pearl East Circle, Suite 104
Boulder, Colorado 80301

Ladies and Gentlemen:

  We have acted as counsel to Mentor Capital Consultants, Inc., a Delaware
corporation ("Company"), in connection with the proposed public offering by the
Company of 1,000,000 investment units ("Units"), each Unit consisting of two
shares of its common stock, par value $0.0001 per share ("Common Stock") and two
warrants ("Warrants") to purchase additional shares of Common Stock.  One
Warrant entitles the holder to purchase one additional share of Common Stock for
the price of $3.00; the second Warrant entitles the holder to purchase one
additional share of Common Stock for the price of $4.00.

  In connection with such proposed public offering of Units, the Company has
filed with the Securities and Exchange Commission a registration statement
("Registration Statement") on Form SB-2, relating to the registration of the
Units under the Securities Act of 1933, as amended ("Securities Act").  Unless
otherwise defined herein, capitalized terms used in this opinion shall have the
meanings set forth in Accord identified in the following paragraph.

  This Opinion Letter is governed by, and shall be interpreted in accodance
with, the Legal Opinion Accord ("Accord") of the American Bar Association
Section on Business Law (1991).  As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.  The law covered by the opinions
expressed herein is limited to the federal laws of the United States and the
laws of the State of Wisconsin.

  In preparing this Opinion Letter, we have examined the Registration Statement,
including the certificate of incorporation and bylaws of the Company and the
warrant agreements by and between the Company and Grafton State Bank, in each
case as filed as exhibits to the Registration Statement.  We have also examined
originals or photostatic, certified or conformed copies of all such agreements,
documents, instruments, corporate records, cerificates of public officials,
public records and certificates of officers of the Comapny as we have deemed
necessary or appropriate in the circumstances.  In addition to the assumptions
set forth in Section 4 of the Accord, we have relied upon factual
representations made to us by the Company.


Mentor Capital Consultants, Inc.
May 22, 2001
Page 2

  Based upon such examination and review, we are of the opinion that the Common
Stock and Warrants (including Common Stock issuable upon the exercise of
Warrants) proposed to be sold by the Company as provided in the Registration
Statement have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Securities Act and to
compliance with applicable state securities laws, such Common Stock and Warrants
as are sold and delivereed as described in the Registration Statement (including
Common Stock issued upon the exercise of Warrants), will be legally and validly
issued, fully paid and non-assessable.

  We consent to the filing of this Opinion Letter as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus which forms a part of the Registration Statement.

                                                  Very truly yours,


                                                 /s/KRANITZ & PHILIPP
                                                ______________________
                                                   KRANITZ & PHILIPP