Billing Assistance, Inc.
East Dorado Ave
Statement on Form SB-2
Billing Assistance, Inc., common stock, par value $0.001 per share
are acting as counsel for Medical Billing Assistance, Inc., a Colorado
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form SB-2 (the "Registration Statement"), as to which
this opinion is a part, filed with the Securities and Exchange Commission (the
"Commission") on December 20, 2007 for the registration by certain selling
shareholders of 1,596,000 shares of common stock, $0.001 par value, of the
Company (the "Shares").
connection with rendering our opinion as set forth below, we have reviewed
examined originals or copies of such corporate records and other documents
have satisfied ourselves as to such other matters as we have deemed necessary
enable us to express our opinion hereinafter set forth.
upon the foregoing, it is our opinion that:
Shares to be registered as covered by the Registration Statement are duly
authorized, validly issued, fully paid and nonassessable.
hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to this firm under the caption "Legal Matters"
the prospectus included in the Registration Statement.
David Wagner & Associates, P.C.
WAGNER & ASSOCIATES, P.C.