JOEL PENSLEY
                                 Attorney at law
                              211 Schoolhouse Road
                           Norfork, Connecticut 06058

                                       April 8, 2003

United States
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549

                                 Re: Texxar, Inc.


To Whom It May Concern:

     Texxar, Inc. (the "Company") is a corporation duly incorporated and validly
existing  and in good  standing  under  the laws of the State of  Delaware.  The
Company has full  corporate  powers to own its property and conduct its business
as  such  business  is  described  in  the  prospectus  which  is  a  part  of a
registration  statement  on Form SB-2.  The Company is a holding  company  which
operates through a wholly-owned operating subsidiary.

     This  opinion  is  given  in  connection  with  the  registration  with the
Securities  and Exchange  Commission of 1,496,300  shares of common stock of the
Company  ("Shares"),  presently owned by stockholders  and the  registration for
resale of 4,000,000  shares of common  stock to be issued  pursuant to the Stock
Purchase Agreement between the Company and Nexgen Holdings, Inc.

     I have acted as counsel to the Company in connection  with the  preparation
of the  Registration  Statement  on Form SB-2,  pursuant  to which the Shares of
common  stock are being  registered  and upon  Delaware  law  including  but not
limited to the General  Corporation Law, the Delaware  Constitution and reported
judicial   decisions   interpreting   Delaware   statutory  and   constitutional
provisions,  and, in so acting,  I have examined the originals and copies of the
corporate  instruments,  certificates  and other  documents  of the  Company and
interviewed  representatives  of the Company to the extent I deemed it necessary
in order  to form  the  basis  for the  opinion  hereafter  set  forth.  In such
examination,  I have assumed the genuineness of all signatures and  authenticity
of all documents  submitted to me as certified or photostatic  copies. As to all
questions  of fact  material to this opinion  which have not been  independently
established,  I have  relied  upon  statements  or  certificates  of officers or
representatives of the Company.

     In my opinion, the 1,496,300 Shares owned by present stockholders which are
being registered  herein are duly authorized and legally issued,  fully paid and
non-assessable.

     The issuance of 4,000,000  Shares pursuant to the Stock Purchase  Agreement
the resale of which are being registered  herein were authorized by the board of
directors  of the  Company.  The  shares  will be  issued  to the  investor  for
consideration. I am of the opinion that the the 4,000,000 Shares pursuant to the
Stock Purchase Agreement will be fully-paid and non-assessable  when issued will
be legally issued, fully paid and non-assessable;  and there will be no personal
liability to the investor.



                                     /s/Joel Pensley
                                     -----------------
                                     Joel Pensley