EXHIBIT 5


                         Glast, Phillips & Murray, P.C.
                          815 Walker Street, Suite 1250
                              Houston, Texas 77002
                                 (713) 237-3135


November 22, 2004


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

         Re:      Marmion Industries Corp. - Form S-8

Gentlemen:

         I have acted as counsel to Marmion Industries Corp., a Nevada
corporation (the "Company"), in connection with its Post-Effective Amendment No.
2 to the Registration Statement on Form S-8 relating to the registration of
8,000,000 shares of its common stock ("Incentive Shares"), $0.001 par value per
Incentive Share, which are issuable pursuant to the Company's Amended Employee
Stock Incentive Plan for the Year 2004 No. 2.

         In my representation I have examined such documents, corporate records,
and other instruments as have been provided to me for the purposes of this
opinion, including, but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

         Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Nevada, and that the Incentive Shares, when issued and sold,
will be validly issued, fully paid, and non-assessable.

         My opinion is limited by and subject to the following:

         (a) In rendering my opinion I have  assumed  that,  at the time of each
issuance  and sale of the Shares,  the  Company  will be a  corporation  validly
existing and in good standing under the laws of the State of Nevada.

         (b) In my  examination of all documents,  certificates  and records,  I
have assumed without  investigation,  the  authenticity  and completeness of all
documents  submitted to me as originals,  the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals of all  documents  submitted to me as copies.  I have also assumed the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authority of all persons  executing  documents on behalf of the parties  thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties  thereto other than the Company.  As to matters of fact
material to this opinion,  I have relied upon statements and  representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.




         (c) My opinion is based  solely on and limited to the  federal  laws of
the United States of America and the laws of Nevada.  I express no opinion as to
the laws of any other jurisdiction.

                                                        Very truly yours,

                                                        /s/ Norman T. Reynolds

                                                        Norman T. Reynolds