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.
1 to the Registration Statement on Form S-8 relating to the registration of
100,000,000 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. 3.

         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