EXHIBIT 5


                [LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]

                                                                   (212)326-0846

                                                              April 12 2002


Military Resale Group, Inc.
2180 Executive Circle
Colorado Springs, Colorado 80906


                           RE:  MILITARY RESALE GROUP, INC.
                                REGISTRATION STATEMENT ON FORM SB-2
                                -----------------------------------
Ladies and Gentlemen:

         We refer to the Registration Statement on Form SB-2 (Registration No.
333-75630) (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed by Military Resale Group, Inc., a New York
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission"). The Registration Statement covers the registration of a maximum
of 5,000,000 shares (the "Shares") of the Company's Common Stock, par value
$.0001 per share, to be sold by the Company to the public in a "best efforts, no
minimum" offering pursuant to the Registration Statement and a Subscription
Agreement in the form filed asf Exhibit 10.7 to the Registration Statement (the
"Subscription Agreement").

         We have examined the original, or a photostatic or certified copy, 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



Military Resale Group, Inc.
April 12, 2002
Page 2

the documents that we have examined, we are of the opinion that the Shares
proposed to be issued and sold by the Company have been duly authorized for
issuance and, when issued to and paid for by the purchasers of the Shares in
accordance with the terms of the Subscription Agreements, will have been validly
issued and will be 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.

         Our opinion is limited to the laws of the State of New York and the
laws of the United States.

         This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person and, except as provided in the preceding paragraphs, may not be
disclosed, quoted, filed with a governmental agency or otherwise referred to
without our prior written consent.


                                           Very truly yours,


                                           /s/ PRYOR CASHMAN SHERMAN & FLYNN LLP