Attached files

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S-1/A - FUELS INCfuelss-1amendno.2vfinal.txt
EX-99.2 - FUELS INCex992.htm
EX-99.1 - FUELS INCex991.htm
EX-23.2 - FUELS INCex232vfinal.txt

                                   EXHIBIT 5.1
                                  EXHIBIT 23.1


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

                                January 10, 2014


Fuels, Inc.
P.O. Box 917
Casper, WY  82602


Re:  Amendment No. 2 to S-1  Registration  Statement for common shares of Fuels,
Inc.

Gentlemen:

At  your  request,  I have  examined  the  amended  Registration  Statement  No.
333-191164  which is being filed with the  Securities  and  Exchange  Commission
("SEC"),  on Form S-1 (the  "Registration  Statement"),  in connection  with the
registration under the Securities Act of 1933, as amended, of

     a.   1,020,000 shares of common stock of selling shareholders.

In rendering  the  following  opinion,  I have examined and relied only upon the
documents,  and  certificates  of officers  and  directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and not others:

     a.   Certificate of Incorporation of the Company, as amended to date;

     b.   Bylaws of the Company, as amended to date; and

     c.   Certified Resolutions adopted by the Board of Directors of the Company
          authorizing the issuance of the stock.

I  have  not  undertaken,   nor  do  I  intend  to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy of
accuracy of such documents and records.

Based on the foregoing,  it is my opinion that the stock being  registered under
the amended Registration  Statement,  as issued, is and will be duly and validly
authorized, fully paid and non-assessable under Wyoming Laws.

I express no opinion as to  compliance  with the  Securities  Acts or "blue sky"
laws of any state in which the stock is proposed to be offered and sold or as to
the  effect,  if any,  which  non-compliance  with such laws  might  have on the
validity of transfer of the stock.

I consent  to the filing of this  opinion as an exhibit to any filing  made with
the   Securities   and  Exchange   Commission   or  under  any  state  or  other
jurisdiction's  securities  act for the purpose of  registering,  qualifying  or
establishing  eligibility for an exemption from registration or qualification of
the stock described in the amended Registration Statement in connection with the
offering described therein.

This  opinion  covers only  matters of Wyoming  law and nothing in this  opinion
shall  be  deemed  to  imply  any  opinion  related  to the  laws  of any  other
jurisdiction.  Nothing  herein  shall be deemed to  relate to or  constitute  an
opinion concerning any matters not specifically set forth above.




The information set forth herein is as of the date of this letter. I disclaim any undertaking to advise you of changes which may be brought to my attention after the effective date of the amended Registration Statement. Sincerely, /s/Michael A. Littman --------------------- Michael A. Littman