EXHIBIT 5.1

                               Michael A. Littman
                                Attorney at Law
                               7609 Ralston Road
                             Arvada, Colorado 80002
                                 (303) 422-8127
                               (303) 431-1567 fax

                                   May 1, 2001

Ohio & Southwestern Energy Company
650 West Georgia Street, Suite 450
Vancouver,  British Columbia Canada  V6B 4N8

Gentlemen:

You have  requested  our opinion with respect to certain  matters in  connection
with the filing by Ohio & Southwestern  Energy  Company.  (the  ("Company") of a
Registration  Statement  on form S-8  (the  "Registration  Statement")  with the
United States  Securities  and Exchange  Commission  covering the offering of an
aggregate of 13,383 shares of the common stock of the Company (the "Shares").

In connection with this opinion, we have examined the Registration Statement and
the Company's Amended and Restated  Articles of Incorporation  and By-laws,  and
such other documents, records, certificates, memoranda and other instruments, as
we deem necessary as a basis for this opinion.  We have assumed the  genuineness
and authenticity of all documents  submitted to us as originals,  the conformity
to originals of all  documents  submitted  to us a copies  thereof,  and the due
execution and delivery of all documents,  where due execution and delivery are a
prerequisite to the effectiveness thereof.

On the basis of the foregoing,  and in reliance  thereon,  we are of the opinion
that the Shares,  when sold and issued in accordance  with the plans  referenced
above and the Registration  Statement,  will be validly issued,  fully paid, and
nonassessable.

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


                                Sincerely yours,
                             /s/Michael A. Littman