JOEL PENSLEY
Attorney at law
211 Schoolhouse Road
Norfork, Connecticut 06058
May 15, 2003
United States
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Re: Wilon Energy Group, Inc.
To Whom It May Concern:
Texxar, Inc. (the "Company") is a corporation duly incorporated and validly
existing and in good standing under the laws of the State of Delaware. The
Company has full corporate powers to own its property and conduct its business
as such business is described in the prospectus which is a part of a
registration statement on Form SB-2. The Company is a holding company which
operates through a wholly-owned operating subsidiary, Wilon Resources, Inc.
This opinion is given in connection with the registration with the
Securities and Exchange Commission of 1,879,000 shares of common stock of the
Company ("Shares"), presently owned by stockholders and the registration for
resale of an aggregate of 3,000,000 shares of common stock to be issued pursuant
to the Stock Purchase Agreement between the Company and Colebrook, Inc. and
Shayna Consulting, Inc.
I have acted as counsel to the Company in connection with the preparation
of the Registration Statement on Form SB-2, pursuant to which the Shares of
common stock are being registered and upon Delaware law including but not
limited to the General Corporation Law, the Delaware Constitution and reported
judicial decisions interpreting Delaware statutory and constitutional
provisions, and, in so acting, I have examined the originals and copies of the
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent I deemed it necessary
in order to form the basis for the opinion hereafter set forth. In such
examination, I have assumed the genuineness of all signatures and authenticity
of all documents submitted to me as certified or photostatic copies. As to all
questions of fact material to this opinion which have not been independently
established, I have relied upon statements or certificates of officers or
representatives of the Company.
In my opinion, the 1,879,000 Shares owned by present stockholders which are
being registered herein are duly authorized and legally issued, fully paid and
non-assessable.
The issuance of 3,000,000 Shares pursuant to the Stock Purchase Agreement
the resale of which are being registered herein were authorized by the board of
directors of the Company. The shares will be issued to the investor for
consideration. I am of the opinion that the the 3,000,000 Shares, when issued
pursuant to the Stock Purchase Agreement will be legally issued, fully-paid and
non-assessable; and there will be no personal liability to the investor.
/s/Joel Pensley
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Joel Pensley