EXHIBIT 5



                 JONATHAN RAM DARIYANANI, ATTORNEY AT LAW
                           1329 CLAY STREET, SUITE 3
                        SAN FRANCISCO, CALIFORNIA 94109
                                 (415) 699-7121
                            FACSIMILE (415) 358-5548





                                                               April 19, 2005



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

            Re: FUSA CAPITAL CORPORATION
                Registration Statement on Form S-8
                ------------------------------------
Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 dated April 21,
2005 (the  "Registration  Statement"),  filed with the  Securities  and Exchange
Commission by FUSA Capital  Corporation,  a Nevadas corporation (the "Company").
The Registration  Statement relates to 1,500,000 shares (the "Shares") of common
stock,  par value  $.0001 per share (the  "Common  Stock").  The Shares  will be
issued  and sold by the  Company in  accordance  with the  Company's  2005 Stock
Option Plan (the "Plan").

     We  advise  you that we have  examined  originals  or copies  certified  or
otherwise  identified to our satisfaction of the Articles of  Incorporation  and
By-laws  of the  Company,  minutes of  meetings  of the Board of  Directors  and
stockholders of the Company, the Plan and such other documents,  instruments and
certificates  of  officers  and   representatives  of  the  Company  and  public
officials,  and we have  made such  examination  of the law,  as we have  deemed
appropriate as the basis for the opinion hereinafter  expressed.  In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents  submitted to us as originals,  and the  conformity to original
documents of documents submitted to us as certified or photostatic copies.


     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued and paid for in accordance with the terms and conditions set forth in the
Plan will be duly and validly issued, fully paid and non-assessable.

                         Very truly yours,

                           /s/ Jonathan Ram Dariyanani
                         --------------------------------------------------
                         JONATHAN RAM DARIYANANI, ESQ.