WILLIAMS LAW GROUP, P.A.
                             2503 West Gardner Court
                                 Tampa, FL 33611


October 27, 2006

VIA EDGAR TRANSMISSION

Majestic Oil & Gas, Inc.
Cut Bank, Montana

Re: 250,000 Shares of Common Stock, no par value per share

Ladies and Gentlemen:

We have acted as counsel to Majestic Oil & Gas, Inc., a Nevada  corporation (the
"Company"),  in connection with the registration on Form S- 8 (the "Registration
Statement")  under  the  Securities  Act of 1933,  as  amended,  of  250,000  in
connection with the attached legal services agreement.

This opinion is being furnished in accordance with the requirements of Item 8 of
Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We are  familiar  with the  proceedings  to date with  respect  to the  proposed
issuance  of the shares  contemplated  by the  Registration  Statement  and have
examined such records, documents and questions of law and satisfied ourselves as
to such matters of fact, as we have considered relevant and necessary as a basis
for this opinion letter.

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

      1.    The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and

      2.    Assuming  the  accuracy  of  the  documents,   representations   and
warranties of the Company,  each share that will be newly issued under the terms
and provisions of the Agreement,  will have legally issued,  fully paid and non-
assessable when:

            a.    The Registration  Statement,  as it may be amended, shall have
become effective under the Securities Act;

            b.    Such  shares  shall  have been  duly  issued  pursuant  to the
authorization of the Company's Board of Directors or a duly authorized committee
thereof, in the manner contemplated by them; and

            c.    A  certificate  representing  such shares shall have been duly
executed,  countersigned  and registered  and duly delivered to the  participant
thereof against payment of the agreed consideration therefore (not less than the
par value thereof) determined in accordance with the terms of the Agreement.

We do not find it necessary  for the  purposes of this opinion  letter to cover,
and  accordingly we express no opinion as to, the  application of the securities
or  blue  sky  laws  of the  various  states  to the  sale  of  the  Shares,  as



contemplated by the Registration  Statement.  In delivering this opinion letter,
we have assumed,  as to questions of fact,  among other things,  the accuracy of
representations  and the  genuineness  of documents and  signatures  given to or
reviewed by us.

This opinion  letter is limited to the General  Corporation  Law of the State of
Nevada.  The opinions expressed herein are solely for your benefit in connection
with the  issuance of the shares and may not be relied upon in any manner or for
any purpose by any other person or entity  without the prior written  consent of
this  firm,  except for the  Transfer  Agent  which may rely on this  opinion in
connection with the issuance of the shares.

As 250,000 shares under the legal services  agreement  which are subject to this
opinion are issued under the Registration Statement, they may be issued free and
clear of all restrictions.


                                           Sincerely,

                                           /s/ Michael T. Williams, Esq.
                                           -----------------------------
                                           Michael T. Williams, Esq.