WILLIAMS LAW GROUP, P.A.
                             2503 West Gardner Court
                                 Tampa, FL 33611


April 5, 2005

VIA EDGAR TRANSMISSION

Megola, Inc.
446 Lyndock St., Suite 102
Corunna, ON
N0N 1G0


Re: 1,500,000 Shares of Common Stock, $0.001 par value per share

Ladies and Gentlemen:

We have acted as counsel to Megola, Inc., a Nevada corporation (the "Company"),
in connection with the registration on Form S- 8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of 1,500,000 in connection with
the Stock Award Plan I of the Company ("Stock Award Plan I").

This opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We are familiar with the proceedings to date with respect to the proposed
issuance of the shares contemplated by the Registration Statement and have
examined such records, documents and questions of law and satisfied ourselves as
to such matters of fact, as we have considered relevant and necessary as a basis
for this opinion letter.

Based on the foregoing, we are of the opinion that:

       1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and

       2. Assuming the accuracy of the documents, representations and warranties
of the Company, each share that will be newly issued under the terms and
provisions of the Agreements, will have legally issued, fully paid and non-
assessable when:

          a. The Registration Statement, as it may be amended, shall have become
effective under the Securities Act;

          b. Such shares shall have been duly issued pursuant to the
authorization of the Company's Board of Directors or a duly authorized committee
thereof, in the manner contemplated by them; and



          c. A certificate representing such shares shall have been duly
executed, countersigned and registered and duly delivered to the participant
thereof against payment of the agreed consideration therefore (not less than the
par value thereof) determined in accordance with the terms of the Agreements.

We do not find it necessary for the purposes of this opinion letter to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement. In delivering this opinion letter,
we have assumed, as to questions of fact, among other things, the accuracy of
representations and the genuineness of documents and signatures given to or
reviewed by us.

This opinion letter is limited to the General Corporation Law of the State of
Nevada. The opinions expressed herein are solely for your benefit in connection
with the issuance of the shares and may not be relied upon in any manner or for
any purpose by any other person or entity without the prior written consent of
this firm, except for Pacific Stock Transfer which may rely on this opinion in
connection with the issuance of the shares.

As 1,500,000 shares under the Stock Award Plan I which are subject to this
opinion are issued under the Registration Statement, they may be issued free and
clear of all restrictions.

Further, I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your furnishing this opinion to the
transfer agent, who may rely thereon.


                                   Sincerely,

                                   /s/ Michael T. Williams, Esq.
                                   -----------------------------
                                   Michael T. Williams, Esq.