EXHIBIT 5

                 LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP

                                September 1, 2005


Incentra Solutions, Inc.
1140 Pearl Street
Boulder, Colorado  80302



                Re:    INCENTRA SOLUTIONS, INC. REGISTRATION ON FORM SB-2

Dear Sirs:

         We refer to the Registration Statement on Form SB-2 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
filed by Incentra Solutions, Inc., a Nevada corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission"). The Registration
Statement covers the registration of up to 2,428,477 shares (the "Shares") of
common stock, par value $.001 per share, of the Company that will be offered for
sale by selling stockholders.

         We have examined the original, or a photostatic or certified copies, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

         Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares being offered for sale by the
selling stockholders are duly authorized, and will be, when issued in the manner
described in the Registration Statement, legally and validly issued, fully paid
and non-assessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the prospectus that forms a part of the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the General Rules and Regulations of the Commission.

         We are admitted to the Bar in the State of New York and we express no
opinion as to the laws of any other jurisdiction, except the laws of the United
States of America.

                                        Very truly yours,

                                        /s/ Pryor, Cashman, Sherman & Flynn LLP