Attached files

file filename
S-1 - FORM S-1 FILED OCTOBER 11, 2010 - Genesis Electronics Group, Inc.genesiss1101110.txt
EX-23 - AUDITOR'S CONSENT - Genesis Electronics Group, Inc.genesiss1101110ex23.txt
EX-10.2 - AMENDMENT TO SECURITIES PURCHASE AGREEMENT - Genesis Electronics Group, Inc.genesiss1101110ex10-2.txt

Exhibit 5

Jody M. Walker
Attorney at Law
7841 South Garfield Way
Centennial, CO 80122
jmwalker85@earthlink.net
Telephone: 303-850-7637                         Facsimile: 303-482-2731

October 11, 2010

Genesis Electronics Group, Inc.

Re: Opinion of Counsel - Registration Statement on Form S-1

Gentleman:

I have acted as counsel to Genesis Electronics Group, Inc. in
connection with the preparation and filing of a registration statement
on Form S-1.  The registration statement covers the registration under
the Securities Act of 1933 of 33,282,272 common shares on behalf of
selling security holders of Genesis Electronics.  I have examined the
registration statement, Genesis Electronics' articles of incorporation
and bylaws, as amended, and minutes of meetings of its board of
directors.

Based upon the foregoing, and assuming that Genesis Electronics 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
said Acts, and in those states or foreign jurisdictions in which common
shares have been and may be sold, I am of the opinion that the common
shares will, when sold, be legally issued, fully paid and non-
assessable.

This opinion opines upon Nevada law, including the Nevada Constitution,
all applicable provisions of the statutory provisions, and reported
judicial decisions interpreting those laws.

This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent.
This opinion is based on my knowledge of the law and facts as of the
date of the registration statement's effectiveness.
This opinion does not address or relate to any specific state
securities laws. I assume no duty to communicate with Genesis
Electronics in respect to any matter that comes to my attention after
the date of effectiveness of the registration statement.



              CONSENT


I consent to the use of this opinion as an exhibit to the registration
statement and to the reference to my firm in the prospectus that is
made a part of the registration statement.

Very truly yours,


/s/ Jody M. Walker
-----------------------
Jody M. Walker
Attorney-At-Law