Exhibit 5


                         Glast, Phillips & Murray, P.C.
                          815 Walker Street, Suite 1250
                              Houston, Texas 77002
                                 (713) 237-3135

November 22, 2004


U.S. Securities and Exchange Commission Division of Corporation Finance 450
Fifth Street, N.W.
Washington, D.C. 20549

Re:      Marmion Industries Corp. - Form S-8

Gentlemen:

      I have acted as counsel to Marmion Industries Corp., a Nevada corporation
(the "Company"), in connection with its Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 relating to the registration of 6,000,000
shares of its common stock ("Incentive Shares"), $0.001 par value per Incentive
Share, which are issuable pursuant to the Company's Amended Employee Stock
Incentive Plan for the Year 2004 No. 2, as well as the registration of 2,000,000
shares of its common stock ("Stock Shares"), $0.001 par value per Stock Share,
which are issuable pursuant to the Company's Amended Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2004 No. 2.

      In my representation I have examined such documents, corporate records,
and other instruments as have been provided to me for the purposes of this
opinion, including, but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

      Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Nevada, and that the Incentive Shares and the Stock Shares, when
issued and sold, will be validly issued, fully paid, and non-assessable.

      My opinion is limited by and subject to the following:

      (a) In rendering my opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Nevada.

      (b) In my examination of all documents, certificates and records, I have
assumed without investigation, the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals of all documents submitted to me as copies. I have also assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents by the parties thereto other than the Company. As to matters of fact
material to this opinion, I have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to have been properly given and to be accurate.


      (c) My opinion is based solely on and limited to the federal laws of the
United States of America and the laws of Nevada. I express no opinion as to the
laws of any other jurisdiction.

                                                  Very truly yours,

                                                  /s/ Norman T. Reynolds
                                                  ------------------------------
                                                  Norman T. Reynolds