Mortgage Assistance Center Corp – ‘S-8’ on 7/8/05 – EX-5

On:  Friday, 7/8/05, at 12:19pm ET   ·   Effective:  7/8/05   ·   Accession #:  1010549-5-490   ·   File #:  333-126466

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            4     22K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Consent of Gregory M. Wilson                           2     11K 
 3: EX-23.1     Consent of Sutton, Robinson, Freeman & Co., P.C.       1      6K 

EX-5   —   Consent of Gregory M. Wilson

EX-5
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Exhibit 5                                                                       
Opinion and Consent of Gregory M. Wilson                                        

 Gregory M. Wilson
 Attorney at Law
18610 East 32nd Ave.
Greenacres, WA 99016
 Tel. (509) 891-8373
Fax (509) 891-8382

June 23, 2005                                                                   

Board of Directors                                                              
Mortgage Assistance Center Corporation                                          

Re:      Mortgage Assistance Center Corporation Registration                    
Statement on Form S-8(the "Registration Statement")           

Gentlemen:                                                                      

         I  have  acted  as  special  counsel  to  Mortgage   Assistance  Center
Corporation,  a Florida  corporation,  (the  "Company") in  connection  with the
registration  of 400,000 shares of the Company's  common stock,  (the "Shares"),
pursuant  to  the  terms  and   conditions  of  the  Company's   Legal  Services
Compensation  Agreements  described in the Company's  Registration  Statement on
Form S-8 dated June 23, 2005                                                    

You have advised that:                                                          

1. The Company is current in its reporting  responsibilities  to the  Securities
and Exchange  Commission as mandated by the Securities  Exchange Act of 1934, as
amended.                                                                        

2. The Shares will be issued to lawyers as  compensation  for their  services on
behalf of the Company,  in accordance with the legal services  agreements  terms
and  conditions  and applicable  state  corporation  law. Such persons must have
provided  bona-fide  services  to the  Company  which are not in relation to the
offer or sale of securities in a capital-raising  transaction, and which did not
either  directly or  indirectly  promote or maintain a market for the  Company's
securities.                                                                     

3. The  shares  to be  issued  under the plans  will be  pursuant  to  corporate
resolution and the approval of the Board of Directors of the Company.           

EX-5
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In  connection  with  the  representation,  I have  examined  such  records  and
documents  and  made  such  examinations  of law as I have  deemed  relevant  in
connection with this opinion. In my examination,  I have assumed the genuineness
of all signatures,  the legal capacity of natural  persons,  the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all  documents  submitted to us as certified  or  photostatic  copies and the
authenticity of the originals of such copies.                                   

Based on the accuracy of the  information  supplied to me, it is my opinion that
the Company may avail  itself of a  Registration  Statement  on Form S-8, and is
qualified  to do  so.  Further,  subject  to the  limitation  set  forth  in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized  to issue,  and assuming that the
Shares will be issued as set forth in the Plan and the  Registration  Statement,
at a time when  effective,  and that the  Company  will  fully  comply  with all
applicable  securities  laws  involved  under  the  Securities  Act of 1933,  as
amended,  the  Securities  Exchange Act of 1934,  as amended,  and the rules and
regulations  promulgated  pursuant to these Acts, and in those states of foreign
jurisdictions  in which the Shares may be sold, I am of the opinion  that,  upon
proper and legal issuance of the Shares and receipt of the  consideration  to be
paid for the Shares, the Shares will be duly authorized,  validly issued,  fully
paid and nonassessable shares of common stock of the Company.                   

This  opinion  does not cover any matters  related to any re-offer or re-sale of
the Shares by any Plan  participants,  once properly and legally issued pursuant
to this Plan as described in the Registration Statement.                        

I hereby  consent to the filing of this opinion with the  Commission  as Exhibit
5.0 to the  Registration  Statement.  I also consent to the reference to my firm
under the heading in the Registration  Statement.  In giving this consent,  I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.      

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied  beyond that  expressly  stated  herein.  I assume no
obligation to revise or supplement  this opinion  should the present laws of the
State  of  Nevada  or the  federal  law of  the  United  States  be  changed  by
legislative action, judicial decision or otherwise. This opinion is furnished to
you pursuant to the applicable rules and regulations  promulgated  under the Act
in connection with the filing of this  Registration  Statement.  Should you have
any questions or comments, please do not hesitate to contact this office.       

Sincerely,                                                                      

/s/ Gregory M. Wilson                                                         
----------------------                                                          
Gregory M. Wilson                                                               

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/8/05							None on these Dates
		6/23/05		1
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