FEBRUARY 5, 2007


Harold Alpar
President and Chief Executive Officer
Pioneer Capital Associates, Inc.
3422 Old Capitol Trail
Suite 225
Wilmington, Delaware 19808


RE: REGISTRATION STATEMENT ON FORM SB-2 (THE "REGISTRATION
STATEMENT")

5,000,000 SHARES OF COMMON STOCK, $.0001 PAR VALUE

Gentlemen:

We are writing as your special counsel in connection with the
Registration Statement filed with the Securities and Exchange
Commission (the "SEC") for the purpose of registering under the
Securities Act of 1933, as amended (the "Securities Act'), up to
5,000,000 shares (the "Offering Shares") of Common Stock, $.0001
par value, of Pioneer Capital Associates, Inc., a Delaware
corporation (the "Company").

In connection herewith, we have examined the Articles of
Incorporation of the Company and all amendments thereto
(together, the "Articles of Incorporation"), and Bylaws of the
Company, the Company's corporate minute books and such other
records together with the applicable certificates of public
officials and other documents, including certificates of officers
of the Company, that we have deemed relevant to this opinion. We
have also examined and relied as to matters of fact upon such
certificates of public officials, such certificates of officers
of the Company and originals or copies certified to our
satisfaction of the Certificate of Incorporation and Bylaws of
the Company, as amended, proceedings of the Board of Directors of
the Company, and other such corporate records, documents,
certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render the opinion expressed
below.


In rendering the foregoing opinion, we have assumed the
genuineness of all signatures on all documents examined by us,
the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents
submitted to us as certified or photocopied copies, and we have
relied as to matters of fact upon statements and certifications
of officers of the Company.


Based upon the foregoing, and having regard for such legal
consideration as we have deemed relevant, we are of the opinion
that the issuance of the Offering Shares as described in the
Registration Statement has been validly authorized and, upon
issuance of the Offering Shares as described in the Registration
Statement, the Offering Shares will be validly issued, fully paid
and nonassessable.


This opinion is not rendered with respect to any laws other than
the laws of the United States and the General Corporation Law of
the State of Delaware.


We hereby consent to the reference to our firm under the heading
"Legal Matters" in the Prospectus, which constitutes a part of
the Registration Statement, as required by Rule 436 promulgated
under the Securities Act. We also consent to the inclusion in the
Registration Statement of our foregoing opinion.



Very truly yours,




TSUKA KUDA, ESQ
TSUKA KUDA, ESQ
TSUKAKUDA LEGAL SERVICES