EXHIBIT 5.1


THE O'NEAL LAW FIRM, P.C.
668 North 44th Street, Suite 233
Phoenix, Arizona 85008
(602) 267-3855 (602) 267-7400 (fax)

                    OPINION OF COUNSEL AND CONSENT OF COUNSEL

TO:  Board of Directors
     M.E.R.Corporation

RE:  Registration Statement on Form SB-2

Dear Mr. Mercier:

As counsel to M.E.R.Corporation,  a Nevada corporation (the "Company"),  we have
participated in the preparation of the Company's  Registration Statement on Form
SB-2  filed  with  the  Securities  and  Exchange  Commission  pursuant  to  the
Securities  Act of 1933,  as amended,  relating to the  registration  of 500,000
shares of the  Company's  $0.001  par value  common  stock.  As  counsel  to the
Company,  we have  examined  such  corporate  records,  certificates  and  other
documents of the Company, and made inquiries of such officers of the Company, as
we have deemed  necessary or appropriate  for purposes of this opinion.  We have
also examined the applicable laws and constitutional  provisions of the State of
Nevada, and reported judicial  decisions  interpreting such laws and provisions.
Based  upon such  examinations,  we are of the  opinion  that the  shares of the
Company's common stock,  when issued in the manner set forth in the Registration
Statement,  will be validly issued, fully paid and non-assessable  shares of the
shares of the common stock of the Company. We hereby consent to the inclusion of
this Opinion as an exhibit to the  Registration  Statement on Form SB-2 filed by
the  Company  and the  reference  to our firm  contained  therein  under  "Legal
Matters".

                                     Sincerely,


                                     /s/ THE O'NEAL LAW FIRM, P.C.
                                     Phoenix, Arizona

DATED: September 2, 2004