HARNEY, WESTWOOD & RIEGELS
        Barristers, Solicitors, Notaries, Patent and Trade Mark Agents
                       Craigmuir Chambers, P.O. Box 71
                  Road Town, Tortola, British Virgin Islands
                Telephone: (284) 494-2233 o  Fax (284)494-3547



26 September 2000

Bethurum Laboratories, Inc.
Bethurum Laboratories, Ltd.
6371 Richmond, #200
Houston, TX  77057

Dear Sirs:

      We have been asked as counsel to Bethurum  Laboratories,  Ltd.,  a British
Virgin  Islands  company  (the  "Company")  to provide  this legal  opinion with
respect to the  Registration  Statement  on Form S-4 to be filed by you with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock, no par value (the
"Common Stock") of the Company.

      For the purpose of this opinion we have reviewed the following documents:
      -

      (a)   the  Registration   Statement  on  Form  S-4  provided  to  us  (the
            "Registration  Statement")  filed by the  Company  with  the  United
            States  Securities  and  Exchange  Commission  for  the  purpose  of
            registering the Shares;

      (b)   a draft  Agreement  and Plan of  Merger  to be  entered  into by the
            Company and Bethurum Laboratories, Inc.; and

      (c)   the  Memorandum  and Articles of Association  and  certification  of
            incorporation of the Company.

      We are familiar with the proceedings taken and proposed to be taken by you
in connection with the  authorization  and proposed issuance of the Common Stock
pursuant to the Agreement  and Plan of Merger,  between  Bethurum  Laboratories,
Inc. and Bethurum  Laboratories,  Ltd. (the  "Bethurum  BVI  Shares"),  which is
included in Appendix A to the Joint Proxy Statement/Prospectus  contained in the
Registration Statement. We understand the purpose of the merger agreed to in the
Agreement and Plan of Merger is to change the domicile of Bethurum  Laboratories
to the British Virgin Islands.

      We have also made such other  enquiries  and reviewed  such matters of law
and examined the originals,  photocopies,  certified or otherwise  identified to
our satisfaction, of such other

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documents,  records,  agreements and certificates as we have considered relevant
or the purposes of giving the opinion expressed below.

      This legal  opinion is  confined  to and given on the basis of the laws of
the British  Virgin  Islands at the date hereof and as currently  applied by the
courts of the British Virgin  Islands.  We have not  investigated  and we do not
express or imply nor are we  qualified  to  express or imply any  opinion on the
laws of any other jurisdiction.

      Based on the foregoing, we are of the opinion that: -

      (1)   the  Company  is a company  limited by  shares,  duly  incorporated,
            validly  existing,  and in good standing as a separate  legal entity
            under the laws and regulations of the British Virgin Islands; and

      (2)   subject to said proceedings being duly taken and completed by you as
            now  contemplated,  including but limited to, obtaining the relevant
            approvals  of the  directors,  prior to the issuance of the Bethurum
            BVI Shares,  the Bethurum BVI Shares will, upon issuance  thereof in
            the manner referred to in the Registration Statement, be legally and
            validly issued under the laws of the British Virgin  Islands,  fully
            paid and nonassessable stock.

      In connection with the above opinion, we hereby consent: -

     (i) to the use of this opinion as an exhibit to the Registration Statement;
and

      (ii)  to the  reference  to us under the heading  "Legal  Opinions" in the
            Registration statement.

      This  opinion is  addressed  to you and may be relied upon by you and your
counsel. This opinion is limited to the matters detailed herein and is not to be
read as an opinion with respect to any other matter.

                                    Yours faithfully,

                                    /s/ Harney, Westwood & Riegels
                                   ---------------------------------
                                    HARNEY WESTWOOD & RIEGELS.

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