EXHIBIT 5

                        KRYS BOYLE FREEDMAN & SAWYER, P.C.
                               Attorneys at Law
(303) 893-2300           600 17th Street, Suite 2700 So.    FAX (303) 893-2882
                             Denver, Colorado 80202


                                January 29, 2001


Meteor Industries, Inc.
1401 Blake Street, Suite 200
Denver, Colorado  80202

     Re:  SEC Registration Statement on Form S-8

Gentlemen:

     We are counsel for Meteor Industries, Inc., a Colorado corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 2,822,168 shares of common stock which may be
issued upon the exercise of options granted under the Company's 1998 Incentive
Equity Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").

     In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:

     (1)  Articles of Incorporation of the Company as filed  with the Secre
tary of State of the State of Colorado, as amended.

     (2)  Minute book containing the written deliberations and resolutions of
the Board of Directors and Shareholders of the Company.

     (3)  The Registration Statement.

     (4)  The exhibits to the Registration Statement to be filed with the
Commission.

     We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.

     Based upon the foregoing and in reliance thereon, it is our opinion that
the 2,822,168 shares of the Company's $.001 par value common stock which may
be issued upon the exercise of  options under the 1998 Incentive Equity Plan
will, upon the purchase, receipt of full payment, issuance and delivery in
accordance with the terms of such options, be duly and validly authorized,
legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.

                                    Very truly yours,

                                    KRYS BOYLE FREEDMAN & SAWYER, P.C.


                                    By:/s/ Jon D. Sawyer
                                       Jon D. Sawyer