<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>11
<FILENAME>fs1ex5_goldspring.txt
<DESCRIPTION>LEGAL OPINION OF ANSLOW & JACLIN, LLP
<TEXT>
ANSLOW & JACLIN, LLP                                          RICHARD I. ANSLOW
   COUNSELORS AT LAW                               EMAIL: RANSLOW@ANSLOWLAW.COM

                                                                GREGG E. JACLIN
                                                   EMAIL: GJACLIN@ANSLOWLAW.COM

                                                  -----------------------------

                                                              ROSS A. GOLDSTEIN
                                                EMAIL: RGOLDSTEIN@ANSLOWLAW.COM

                                                                 AMOD CHOUDHARY
                                                 EMAIL: ACHOUDHAR@ANSLOWLAW.COM





April 21, 2004

Goldspring Inc.
8585 E. Hartford Drive
Suite 400
Scottsdale, AZ  85255

Gentlemen:

     You have requested our opinion, as counsel for Goldspring, Inc. a Florida
corporation (the "Company"), in connection with the registration statement on
Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the
"Act"), being filed by the Company with the Securities and Exchange Commission.

     The Registration Statement relates to the Company's common stock, par value
$.000666 as follows: 21,739,129 shares sold by enumerated selling shareholders,
10,869,575 shares of the Company's common stock issuable in connection with the
conversion of the Company's A warrants, 10,869,575 shares of the Company's
common stock issuable in connection with the conversion of the Company's Green
Shoe warrants and 211,666 shares of the Company's common stock issuable in
connection with the Company's February 2004 private offering memorandum.

     We have examined such records and documents and made such examination of
laws as we have deemed relevant in connection with this opinion. It is our
opinion that the shares of common stock to be sold by the selling shareholders
have been duly authorized and are legally issued, fully paid and non-assessable.

     No  opinion  is  expressed  herein as to any laws  other  than the State of
Florida of the United States. This opinion opines upon Florida law including the
statutory provisions,  all applicable provisions of the Florida Constitution and
reported judicial decisions interpreting those laws.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to our firm  under  the  caption
"Experts" in the  Registration  Statement.  In so doing, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act and the rules and  regulations  of the  Securities  and Exchange  Commission
promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP


By: /s/   Richard I. Anslow
-----------------------------------
          RICHARD I. ANSLOW


                195 ROUTE 9 SOUTH, SUITE 204, MANALAPAN, NJ 07726
         TEL. 732-409-1212 FAX. 732-577-1188 WEBSITE: WWW.ANSLOWLAW.COM


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