EXHIBIT 5.1



                                       May 22, 2003


ASGA, Inc.
PO Box 1175
Palm Beach, FL 33480



Gentlemen:


     We have acted as securities  counsel for ASGA,  Inc., a Nevada  corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration  Statement"),  pursuant to the Securities Act of 1933, as
amended,  relating to the  Registrant's  2003 Stock Incentive Plan (the "Plan").
This opinion is being  furnished in response to Item 601 of  Regulation  S-K and
the  instructions to Form S-8. We are familiar with the proceedings to date with
respect to the proposed  Plan and have examined  such  records,  documents,  and
matters of law and  satisfied  ourselves  as to such  matters of fact as we have
considered relevant for purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1. The Company is a corporation  duly organized and existing under the laws
of the State of Nevada.

     2. The Plan has been  duly and  validly  authorized  and  adopted,  and the
shares of common stock of the Company (the "Shares") that may be issued and sold
from time to time in  accordance  with the Plan have  been duly  authorized  for
issuance and will,  when issued,  sold and paid for in accordance with the Plan,
be validly issued, fully paid and non-assessable.

     The  foregoing  opinion is limited to the federal laws of the United States
and the corporate  laws of the State of Georgia,  and we are not  expressing any
opinion as to the effect of the laws of any other jurisdiction.

     In rendering  the foregoing  opinion,  we have relied to the extent we deem
such reliance  appropriate as to certain matters on statements,  representations
and other information  obtained from public  officials,  officers of the Company
and other sources believed by us to be responsible.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act.


                                Very truly yours,

                                /s/ Mintmire & Associates
                                Mintmire & Associates