EXHIBIT 5.1





CLARK WILSON LLP                                      CLARK WILSON LLP
BC'S Law Firm for Business                            Barristers & Solicitors
                                                      Patent & Trade-mark Agents
                                                      800-885 W Georgia Street
                                                      Vancouver, BC V6C 3H1
                                                      Tel.   604.687.5700
                                                      Fax    604.687.6314


June 6, 2005


Cheetah Oil & Gas Ltd.
Suite 501, 1166 Alberni Street
Vancouver, B.C.
V6E 3Z3

Dear Sirs:

                Re:   Registration Statement on Form S-8

                We  are  special   counsel  to  Cheetah  Oil  &  Gas  Ltd.  (the
"Company"), a corporation incorporated under the laws of the State of Nevada. In
such  capacity,  we have reviewed the  Registration  Statement of the Company on
Form S-8 (the  "Registration  Statement")  covering an  aggregate  of  3,500,000
common shares (each, a "Share") in the capital of the Company issuable  pursuant
to the Company's 2005 Stock Option Plan.

                We have  examined  originals  or copies,  certified or otherwise
identified  to our  satisfaction  of the  resolutions  of the  directors  of the
Company with respect to the matters herein.  We have also examined such statutes
and public  and  corporate  records of the  Company,  and have  considered  such
questions  of law as we have deemed  relevant  and  necessary as a basis for the
opinion expressed herein. We have, for the purposes of this opinion, assumed the
genuineness of all signatures  examined by us, the authenticity of all documents
and records  submitted to us as  originals  and the  conformity  to all original
documents  of  all  documents  submitted  to us  as  certified,  photostatic  or
facsimile copies.

                Based upon and subject to the foregoing, and subject also to the
qualifications  hereinafter expressed,  we are of the opinion that each Share to
be issued under the  Company's  2005 Stock Option Plan,  and  subsequently  sold
pursuant to the  Registration  Statement  will be,  when issued  pursuant to the
terms  of  the  2005  Stock  Option  Plan,   validly  issued,   fully  paid  and
non-assessable.

                We have attorneys  admitted to practice in California,  Florida,
New York, Washington, Virginia and the District of Columbia, but not admitted to
practice in the State of Nevada.  However,  we are  generally  familiar with the
General  Corporation  Law of the State of Nevada (the  "NGCL") as  presently  in
effect and we have made such  inquiries  with  respect  thereto  as we  consider
necessary to render this opinion with respect to a Nevada corporation.

                This  opinion  letter is limited to the current  federal laws of
the United States and, to the limited extent set forth above,  the NGCL, as such
laws  presently  exist and to the facts as they presently  exist.  We express no
opinion  with  respect to the effect or  applicability  of the laws of any other
jurisdiction.  We assume no  obligation  to revise or  supplement  this  opinion
letter should the laws of such  jurisdiction be changed after the date hereof by
legislative action, judicial decision or otherwise.





                This opinion is being  furnished  solely in connection  with the
filing  of  the   Registration   Statement  with  the  Securities  and  Exchange
Commission,  and we hereby  consent to the use of this  opinion as an exhibit to
the Registration Statement.  This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement  under the provisions of the Securities Act of 1933, as amended.  This
opinion may not be relied upon,  used by or  distributed to any person or entity
for any other purpose without our prior written consent.

                                           Yours truly,


                                           Clark, Wilson
                                           /s/ Clark, Wilson







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