Exhibit 5.1


                  [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]



                                  May 23, 2002

Micro General Corporation
2510 N. Red Hill, Suite 230
Santa Ana, California 92705

                 RE:  Registration Statement on Form S-8

Gentlemen:

            At your request, we have examined the form of Registration Statement
on Form S-8 (the "Registration Statement") being filed by Micro General
Corporation, a Delaware corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of an additional 1,200,000 shares of the Company's common
stock, $0.05 par value ("Common Stock"), issuable under the Company's 1999 Stock
Incentive Plan (the "Plan").

            We have examined the proceedings heretofore taken and are familiar
with the additional proceedings proposed to be taken by the Company in
connection with the authorization, issuance and sale of the securities referred
to above. As to questions of fact material to our opinion, we have relied upon
the representations of officers of the Company.

            Based on the foregoing, it is our opinion that the 1,200,000 shares
of Common Stock to be issued under the Plan against full payment in accordance
with the respective terms and conditions of the Plan will be legally and validly
issued, fully paid and nonassessable.

            We consent to the use of this opinion as an exhibit to the
Registration Statement.

                                             Very truly yours,

                                             /s/ Stradling Yocca Carlson & Rauth