Exhibit 5.1

                [LETTERHEAD OF PRYOR CASHMAN SHERMAN & FLYNN LLP]


                                                              November 4, 2003



Military Resale Group, Inc.
2180 Executive Circle
Colorado Springs, Colorado 80906


                  Re:      Distribution of up to 700,000 shares of
                           Common Stock of Military Resale Group, Inc.
                           pursuant to a Consulting Agreement

Ladies and Gentlemen:

         We have acted as legal counsel for Military  Resale Group,  Inc., a New
York corporation (the "Company"),  in connection with the offer of a total of up
to 700,000  shares (the  "Shares") of the Company's  common  stock,  $0.0001 par
value  per  share  (the  "Common  Stock"),  issuable  pursuant  to a  Consulting
Agreement  dated as of October  22,  2003 by and between the Company and Vintage
Filings, LLC, a consultant of the Company (the "Consulting Agreement").  We have
made such inquiries and examined such documents as we have considered  necessary
or  appropriate  for the purposes of giving the opinion  hereinafter  set forth,
including  the  examination  of executed or  conformed  counterparts,  or copies
certified or otherwise proved to our satisfaction, of the following:

                  (i)      the  Restated  Certificate  of  Incorporation  of the
                           Company as filed with the  Secretary  of State of New
                           York on December 18, 2001, as amended;

                  (ii)     the Amended and Restated  Bylaws of the Company dated
                           November 15, 2001;

                  (iii)    the  Company's  Registration  Statement  on Form  S-8
                           covering the Shares ("Registration Statement");

                  (iv)     the Consulting Agreement; and

                  (v)      such other documents, corporate records, certificates
                           and other  instruments as we have deemed necessary or
                           appropriate for the purpose of this opinion. Military
                           Resale Group, Inc. November 4, 2003 Page 2







         We have assumed the genuineness  and  authenticity of all signatures on
all original  documents,  the  authenticity of all documents  submitted to us as
originals,  the  conformity  to  originals of all  documents  submitted to us as
copies and the due  authorization,  execution,  delivery or  recordation  of all
documents where due authorization, execution or recordation are prerequisites to
the effectiveness thereof.

         Based  upon  the   foregoing,   and   having   regard  for  such  legal
considerations  as we deem  relevant,  we are of the opinion  that the shares of
Common Stock covered by the Registration Statement have been duly authorized and
when  issued  and sold in  accordance  with the  Consulting  Agreement,  will be
legally issued, fully paid and nonassessable.

         We hereby  consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.



                                       Very truly yours,

                                       /s/ Pryor Cashman Sherman & Flynn LLP