2500 One Liberty Place
                                                              1650 Market Street
                                                     Philadelphia, PA 19103-7301
                                                                    215.851.8100
                                                                Fax 215.851.1420

February 10, 2006

Commonwealth Income & Growth Fund VI
Oaklands Corporate Center
470 John Young Way, Suite 300
Exton, PA  19341

Ladies and Gentlemen:

        We have acted as counsel to Commonwealth Income & Growth Fund VI, a
Pennsylvania limited partnership (the "Partnership"), in connection with the
preparation of a Registration Statement on Form S-1 (the "Registration
Statement") filed by the Partnership with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the offer and sale by
the Partnership of up to 2,500,000 Units of limited partnership interest (the
"Units").

        In rendering this opinion, we have examined such records, certificates
and other documents that we have deemed necessary or appropriate for purposes of
this opinion. Our opinion is qualified in all respects by the scope of that
document examination. We make no representation as to the sufficiency of our
investigation for your purposes. We have assumed and relied, as to questions of
fact and mixed questions of law and fact, on the truth, completeness,
authenticity and due authorization of all documents and records examined and the
genuineness of all signatures. This opinion is limited to the laws of the
Commonwealth of Pennsylvania.

        Based upon and subject to the limitations stated herein, it is our
opinion that the Units which are being offered and sold by the Partnership
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable.

        This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.


                                                     Very truly yours,


                                                     /s/ Reed Smith LLP


MBP/RGD//SML

       LONDON o NEW YORK o LOS ANGELES o SAN FRANCISCO o WASHINGTON, D.C.
                 PHILADELPHIA o PITTSBURGH o OAKLAND o PRINCETON
               FALLS CHURCH o WILMINGTON o NEWARK o MIDLANDS, U.K.
       CENTURY CITY o RICHMOND o HARRISBURG o LEESBURG o WESTLAKE VILLAGE

                            r e e d s m i t h . c o m