Louis M. Smith, Jr.
                                Attorney at Law
                         4169 Westport Road, Suite 125
                           Louisville, Kentucky 40207
                                 (502) 744-6093



July 12, 2004


Wilon Resources, Inc.
931 Ashland Terrace
Chattanooga, Tennessee 37415


        RE:     Wilon Resources, Inc. - Registration Statement on Form SB-2
                (the "Registration Statement")


Dear Ladies and Gentlemen:

     I have acted as counsel to Wilon Resources,  Inc., a Tennessee  corporation
(the  "Company"),  in  connection  with the  proposed  issuance  and sale by the
Company of 4,000,000  shares of the Company's  Common Stock, par value $.001 per
share, (the "Company Shares"),  pursuant to the Registration  Statement. I am an
attorney practicing and licensed with the Commonwealth of Kentucky.

     In connection  with this opinion  letter,  I have  examined such  corporate
records,  certificates  and other documents,  as I have considered  necessary or
appropriate  for the purposes of this opinion,  including but not limited to the
Company's Charter or Articles of Incorporation and bylaws.

     In my examination,  I have assumed the  genuineness of all signatures,  the
legal capacity of natural persons,  the authenticity of all documents  submitted
to me as  originals,  the  conformity  to original  documents  of all  documents
submitted to me as copies and the  authenticity of the originals of such copies.
As to  various  facts  material  to this  opinion  letter,  I have  relied  upon
statements  and  representations  of the  Company  and its  officers  and  other
representatives,   set  forth  in   certificates   delivered   to  me,   without
independently verifying the accuracy of the information contained in therein.





Page Two
July 12, 2004
Wilon Resources, Inc.



     Based upon the foregoing and subject to the assumptions  stated herein,  it
is my opinion that, upon issuance and delivery as described in the  Registration
Statement,  the Company Shares will be duly  authorized,  validly issued,  fully
paid and nonassessable.

     The opinion herein is also subject to the following exceptions, limitations
and qualifications:

     A.  This  opinion  letter  is as of the date  hereof,  and I  undertake  no
obligation,  and expressly disclaim any obligation, to advise the Company or any
other person or entity of any change in any matter set forth herein.

     B. This opinion letter is limited to the matters expressly  stated,  and no
opinion  other than upon the  matters so  expressly  stated is implied or may be
inferred.

     This  opinion  letter  is  delivered  to  the  Company  solely  for  use in
connection  with the  Registration  Statement and may not be used or relied upon
for any other purpose.

     I hereby  consent  to the use of this  opinion  letter as an exhibit to the
Registration Statement.

Respectfully submitted,


        /s/
______________________
Louis M. Smith, Jr.