EXHIBIT 5.1

The Law Office of Timothy S. Orr, PLLC

4328 West Hiawatha Drive, Suite 101

Spokane, Washington 99208

Phone (509) 462-2926

Facsimile (509) 462-2929

____________________

May 23, 2008

Sears Oil and Gas Corporation

Board of Directors

351-B Linden Street

Fort Collins CO 80524.

Re: Opinion and Consent of Counsel with respect to Registration Statement on Form S-1 for Sears Oil and Gas Corporation, a Nevada Corporation, (the “Company”)

Gentleman:

We have been engaged as counsel by the Company for the purpose of supplying this opinion letter, which is to be filed as an Exhibit to the Company’s Registration Statement (the “Registration Statement”) for the proposed registration of an aggregate of 6,800,000 shares of common stock par value $0.001 [“Share(s)”], offered on behalf of certain selling shareholders.

We have in connection with the Company’s request made ourselves familiar with the corporate actions taken and proposed to be taken by the Company in connection with the proposed registration of Shares by existing stockholders and authorization issuance and sale of the Shares by the Company and have made such other legal factual inquiries as we have deemed necessary for the purpose of rending this opinion.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as copies, the authenticity of the originals of such copied documents, and except with respect to the Company, that all individual executing and delivering such documents were duly authorized to do so.

Based on the forgoing and in reliance thereon, and subject to the qualification and limitations set forth below, we are of the opinion that the Company is duly organized in the State of Nevada, validly existing and in good standing as a corporation under the laws of the State of Nevada.  The 6,800,000 Shares have been legally issued and are fully paid and non-assessable.

This opinion is limited to the laws of the State of Nevada and federal law as in effect on the date hereof, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.

We hereby consent to the use of our name under the appropriate sections in the Prospectus forming a part of the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement.  In providing this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Security and Exchange Commission.

Very truly yours,

/s/Timothy S. Orr

Timothy S. Orr

Attorney at Law

WSBA # 36256

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Sears Oil and Gas Corporation