June 7, 2006


Newgold, Inc.
400 Capitol Mall, Suite 900
Sacramento, CA  95814

Gentlemen/Ladies:

At your request,  we have examined the  Registration  Statement on Form SB-2 and
the First Amendment  thereto (the  "REGISTRATION  Statement")  filed by Newgold,
Inc., a Delaware  corporation (the "COMPANY"),  with the Securities and Exchange
Commission (the  "COMMISSION")  on or about June 7, 2006, in connection with the
registration  under the  Securities  Act of 1933,  as amended  (the  "SECURITIES
ACT"), of up to 33,550,025  shares of the Company's Common Stock  (collectively,
the "SHARES").

In rendering  this  opinion,  we have  examined  such matters of fact as we have
deemed necessary in order to render the opinion set forth herein, which included
examination of the following documents:

         (1)  The  Registration  Statement,  and  the  First  Amendment  to  the
              Registration Statement.

         (2)  Copies of the Company's (i)  Certificate  of  Incorporation  filed
              with the Delaware  Secretary of State on June 6, 1991, and (ii) as
              amended  thereafter as filed with the Delaware  Secretary of State
              (collectively, "CERTIFICATE").

         (3)  A copy of the Company's Bylaws,  certified to us by the Company as
              being complete and correct (the "BYLAWS").

         (4)  Minutes  of  meetings  and  actions  by  written  consent  of  the
              Company's Board of Directors relating to the amended certificates,
              which  were  certified  to us by the  Company  in  the  Management
              Certificate as being complete and correct.

         (5)  A  Management  Certificate  addressed to us and dated of even date
              herewith  executed  by  the  Company  containing  certain  factual
              representations (the "MANAGEMENT CERTIFICATE").


As to matters of fact relevant to this  opinion,  we have relied solely upon our
examination of the documents  referred to above and such additional  examination
as we consider  relevant to this opinion and have  assumed the current  accuracy
and  completeness  of the  information  obtained from the documents  referred to
above and such additional examination. We have made no independent investigation
or other  attempt  to  verify  the  accuracy  of any of such  information  or to
determine the existence or non-existence of any other factual matters;  however,
we are not aware of any facts that would  cause us to believe  that the  opinion
expressed herein is not accurate.

We have not  examined  the laws of any state  other than the  existing  Delaware
General  Corporation  Law sources  ("Delaware  Law").  Subject to the  remaining
qualifications  of  this  paragraph,  we  do  not  express  any  opinion  herein
concerning  any law other  than the  Delaware  Law and the  federal  laws of the
United States of America.

                                                                     Exhibit 5.1

In  connection  with our opinion  expressed  below,  we have assumed that, at or
before the time of any sale of Shares  pursuant to the  Registration  Statement,
the  Registration   Statement  will  have  been  declared  effective  under  the
Securities Act, that the registration will apply to such sale of Shares and will
not have been modified or rescinded.

Based upon the foregoing,  it is our opinion that the Shares that may be sold by
the Company pursuant to the  Registration  Statement when issued will be validly
issued, fully paid and nonassessable.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to  all  references  to  us,  if  any,  in the
Registration  Statement,  the  prospectus  constituting  a part  thereof and any
amendments  thereto.  This opinion is intended solely for use in connection with
the issuance and sale of shares subject to the Registration Statement and is not
to be relied upon for any other purpose.

Very truly yours,
/s/ WEINTRAUB GENSHLEA CHEDIAK
WEINTRAUB genshlea chediak
LAW CORPORATION






































                                                                     Exhibit 5.1