EXHIBIT 5.1



                                          July 6, 2006

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


         Re:   ISSUANCE OF 1,750,000 SHARES OF COMMON STOCK OF
               INCENTRA SOLUTIONS, INC. PURSUANT TO THE 2006 STOCK OPTION PLAN

Ladies and Gentlemen:

     We have acted as legal counsel for Incentra Solutions, Inc., a Nevada
corporation (the "Company"), in connection with the issuance of 1,750,000 shares
(the "Shares") of the Company's common stock, $0.001 par value per share (the
"Common Stock"), pursuant to the Company's 2006 Stock Option Plan dated as of
May 4, 2006 (the "Plan"). We have made such inquiries and examined such
documents as we have considered necessary or appropriate for the purposes of
giving the opinion hereinafter set forth, including the examination of executed
or conformed counterparts, or copies certified or otherwise proved to our
satisfaction, of the following:

           (i)     the Articles of Incorporation of the Company as filed with
                   the Secretary of State of Nevada on April 10, 1995, as
                   amended;

           (ii)    the By-Laws of the Company dated May 8, 1995, as amended;

           (iii)   the Company's Registration Statement on Form S-8 covering the
                   Shares ("Registration Statement");

           (iv)    the Plan; and

           (vi)    such other documents, corporate records, certificates and
                   other instruments as we have deemed necessary or appropriate
                   for the purpose of this opinion.

     We have assumed the genuineness and authenticity of all signatures on all
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies and the due authorization, execution, delivery or recordation of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.

     Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that the shares of Common Stock
covered by the Registration



Statement have been duly authorized and when issued and sold in accordance with
the Plan, will be legally issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.

                                             Very truly yours,


                                             /s/Pryor Cashman Sherman & Flynn


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