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


August 1, 2005

Majestic Oil & Gas, Inc.

Re: Registration Statement on Form SB-2

Gentlemen:

      I have acted as your counsel in the preparation on a Registration
Statement on Form SB-2 (the "Registration Statement") filed by you with the
Securities and Exchange Commission covering shares of Common Stock of Majestic
Oil & Gas, Inc. (the "Stock").

      In so acting, I have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us
certified or photostatic copies.

      Based on the foregoing, I am of the opinion that:

      The Stock, when issued and delivered in the manner and/or the terms
described in the Registration Statement (after it is declared effective), will
duly and validly issued, fully paid and nonassessable.

      I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I
come within the category of a person whose consent is required under Section 7
of the Act, or the general rules and regulations thereunder.

Very truly yours,

/s/ Michael T. Williams
- -----------------------
Michael T. Williams