Exhibit 5.01



                            LOCKE LIDDELL & SAPP LLP
                             ATTORNEYS & COUNSELORS
100 CONGRESS AVENUE                                               (512) 305-4700
Suite 300                                                    Fax: (512) 305-4800
Austin, Texas 78701-4042                                    www.lockeliddell.com

                        AUSTIN-DALLAS-HOUSTON-NEW ORLEANS

                                                                   (512)305-4716
                                                        cashmos@lockeliddell.com





                               October 5, 2001


DeMarco Energy Systems of America, Inc.
12885 Highway 183
Suite 108-A
Austin, Texas  78750

         Re:      Form SB-2 - DeMarco Energy Systems of America, Inc.

Gentlemen:

     As legal  counsel  to  DeMarco  Energy  Systems of  America,  Inc.,  a Utah
corporation (the "Company"),  we have examined the Articles of Incorporation and
Bylaws of the Company as well as such other documents and proceedings as we have
considered necessary for the purposes of this opinion. We have also examined and
are familiar with the Company's  registration statement on Form SB-2, as amended
by  Amendment  number  1,(the  "Registration   Statement")  as  filed  with  the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act"),  relating to  registration  of  22,826,086  shares of the Company's
common  stock,  par value $.0001 per share (the "Common  Shares"),  which may be
offered or sold by the  Selling  Stockholders  referred  to in the  Registration
Statement.

     Based upon the foregoing,  and having regard to legal  considerations which
we deem  relevant,  we are of the opinion that the Common Shares are, or will be
upon issuance in connection  with the  conversion of the  underlying 10% secured
convertible debentures, legally issued, fully paid and non-assessable.

     We hereby  consent to the inclusion of this opinion letter as an exhibit to
the  Registration  Statement  and the  reference  to our Firm under the  caption
"Legal  Matters." In giving such consent,  we do not hereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act.


                                         Very truly yours,

                                         Locke Liddell & Sapp LLP

                                         /s/  Locke Liddell & Sapp LLP