Vanderkam & Sanders
                               440 Louisiana, #475
                                Houston, TX 77002
                               713-547-8900 phone
                             713-547-8910 facsimile

                                  July 17, 2002


Pitts and Spitts, Inc.
14221 Eastex Freeway
Houston, Texas 77032

         Re:      Form S-8 Registration Statement

Gentlemen:

     You have  requested  that we furnish you our legal  opinion with respect to
the legality of the following  described  securities  of Pitts and Spitts,  Inc.
(the "Company") covered by a Form S-8 Registration Statement, as amended through
the date hereof (the  "Registration  Statement"),  filed with the Securities and
Exchange  Commission for the purpose of registering  such  securities  under the
Securities Act of 1933:

1.   800,000  shares of common stock,  $.001 par value (the  "Shares")  issuable
     pursuant to Consulting Agreements dated July 16, 2002 (the "Agreements").

     In connection with this opinion,  we have examined the corporate records of
the Company, including the Company's Articles of Incorporation,  Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Agreements, the
Registration  Statement,  and such  other  documents  and  records  as we deemed
relevant in order to render this opinion.

     Based on the  foregoing,  it is our opinion  that,  after the  Registration
Statement  becomes  effective  and the Shares have been issued and  delivered as
described  therein,   the  Shares  will  be  validly  issued,   fully  paid  and
non-assessable.

     We  hereby  consent  to the  filing of this  opinion  with  Securities  and
Exchange  Commission  as an exhibit to the  Registration  Statement  and further
consent to statements made therein  regarding our firm and use of our name under
the  heading  "Legal  Matters"  in the  Prospectus  constituting  a part of such
Registration Statement.

                                                      Sincerely,

                                                      VANDERKAM & SANDERS

                                                      /s/ Vanderkam & Sanders