Exhibit 1

July 15, 2005

Element 21 Golf Company
264 Queens Quay W # 303
Toronto, Ontario, Canada M5J 2L4


Gentlemen:

     We have reviewed a Registration Statement on Form S-8 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission, relating
to 13,346,688 shares of common stock, $.01 par value per share (the "Shares") of
Element 21 Golf Company (the "Company"), which shares have been issued pursuant
to certain Company's consulting agreements and employment agreements, the forms
of which are filed as an exhibit to the Registration Statement (the
"Agreement").

     We 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 our satisfaction, of such records of
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 our judgment are necessary or appropriate to enable us to
render the opinion expressed below.

     In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photo static copies, and the authenticity of the originals of
such latter documents.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement,
and the Shares, when issued against payment therefore in accordance with the
terms of their agreements, will be legally issued, fully paid and non
assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.



Very truly yours,


William Yarno, P.C.