Exhibit 5.1

Exhibit 23.2

 

Bradley L. Steere II, Esq.

52 White Street, 4th Floor

New York, New York 10013

(212) 226-6914

bradley.steere@verizon.net

May 28, 2008

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:   Heartland Oils and Gas Corp. - 2008 Stock Option/Stock Issuance Plan

Ladies and Gentlemen:

I have acted as special counsel to Heartland Oil and Gas Corp., a Nevada corporation (the "Company"), in connection with the
preparation of a Registration Statement on Form S-8 (the "Registration Statement") pertaining to the registration by the Company
under the Securities Act of 1933, as amended, of an aggregate of 20,000,000 shares of common stock ("Common Stock"), $0.001
par value per share (the "Shares") of the Company, pursuant to the Heartland Oil and Gas Corp. 2008 Stock Option/Stock
Issuance Plan (the "Plan").

I have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or
otherwise identified to my satisfaction of such documents, corporate records and instruments, as I have deemed necessary or
appropriate for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me
as copies.

I have relied, without independent investigation, upon a certificate from the Company and have also assumed that the Company
will cause certificates representing Shares issued in the future to be properly executed and delivered and will take all other
actions appropriate for the due and proper issuance of such Shares. I have assumed for purposes of this opinion that options
issued or issuable under the Plan, and the Shares issuable upon exercise of such options under Plan, have been and will be duly
authorized by all necessary corporate action on the part of the Company and such options and Shares have been and will be duly
authorized and granted under the Plan.

I am a member of the Bar of the State of New York. I do not hold myself out as being conversant with, and express no opinion as
to, the laws of any jurisdiction other than the laws of the State of New York, the general corporation law of the State of Nevada,
and laws of the United States of America.

Subject to the limitations stated in this letter, and subject further to the following limitations, it is my opinion that the Shares
issued or issuable by the Company, under and in accordance with all of the provisions of the Plan, will, upon delivery thereof and
receipt by the Company of all and adequate consideration owed to the Company therefore (assuming such consideration exceeds
the par value therefore), be validly issued, fully paid and non-assessable.

Securities and Exchange Commission
May 28, 2008
Page 2


The foregoing assumes that the aforesaid Registration Statement will become and remain effective under the Securities Act of
1933, as amended, prior to any offering of the Shares pursuant to the terms thereof and will be amended, as appropriate, and that
there will be compliance with all applicable state securities laws in connection with the offering of such securities, as well as
compliance with the terms of the offering set forth in the Registration Statement.

This opinion is rendered solely for your benefit and may not be relied upon by any other person or entity. I undertake no, and
hereby disclaim any obligation to advise you of any change in any matter set forth herein. Without my prior written consent, this
opinion may not be quoted in whole or in part or otherwise referred to in any report or document furnished to any person or
entity.

I consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.

By:	/s/ Bradley L. Steere II, Esq.
	Bradley L. Steere II, Esq.
	Counsel to the Company