DENNIS H. JOHNSON
                         A Professional Law Corporation
                               9422 Canfield Drive
                           La Habra, California 90631
                            Telephone (562) 694-5092
                               Fax (562) 694-0412
                            dhjohnston@earthlink.net

November 4, 2005

U.S. Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C.  20549

Re:   Registration Statement on Form SB-2 Under the Securities Act of  1933 (the
"Registration Statement"), of MATRIX VENTURES, INC., a  Nevada  Corporation (the
"Company")

Gentlemen:

I have acted as special  counsel  for the  Company  for the  limited  purpose of
rendering  this opinion in  connection  with the  registration  (pursuant to the
Registration  Statement) of 2,309,000 shares (the "Shares") of the common stock,
par value  $0.001 per share,  of the  Company.  I was not  engaged to prepare or
review,  and I have not  prepared or reviewed,  any portion of the  Registration
Statement. I express no opinion as to the accuracy or adequacy of the disclosure
contained   in  the   Registration   Statement,   and  I  hereby   disclaim  any
responsibility for the content of the Registration Statement.

In my capacity as special counsel to the Company, I have examined originals,  or
copies certified or otherwise  identified to my  satisfaction,  of the following
documents:

      1.      Certificate of  Incorporation  of the Company, as amended to date;

      2.      Bylaws of the Company, as amended to date;

      3.      The records  of  corporate proceedings relating to the issuance of
              the Shares; and

      4.      Such  other  instruments  and   documents   as   I  have  believed
              necessary for the purpose of rendering the following opinion.

In such  examinations,  I have assumed the  authenticity and completeness of all
documents, certificates and records submitted to me as originals, the conformity
to the original instruments of all documents, certificates and records submitted
to me as copies,  and the authenticity and completeness of the originals of such
instruments.

<page>

Based on the foregoing, and having due regard for such legal considerations as I
believe relevant, I am of the opinion that, under applicable law of the State of
Nevada  (including  statutory,  regulatory  and case law),  the Shares were duly
authorized by all necessary  corporate  action on the part of the Company,  and,
currently  validly  issued,  fully paid and  non-assessable  when sold after the
effectiveness of the Registration Statement.

I hereby  consent to the filing of this  opinion  with the U.S.  Securities  and
Exchange Commission as Exhibit 5.1 to the Registration Statement.


Very truly yours,
Dennis H. Johnston, A Professional Law Corporation

/s/ Dennis H. Johnston

Dennis H. Johnston, CEO