EXHIBIT 5.1
BRASHEAR & ASSOC., P.L.
Counselors At Law
926 N.W. 13th Street
Gainesville, FL 32601

                                January 31, 2006

Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 20649

Gentlemen:

     We  refer to the  Registration  Statement  on Form  S-8 (the  "Registration
Statement") to be filed by WORLD ENERGY  SOLUTIONS,  INC.  ("Company")  with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act").  The  Registration  Statement  relates to an aggregate of 2,125,000
shares of the Common  Stock of the  Company,  par value  $0.0001  per share (the
"Shares") issued pursuant to Consulting Agreements with Rachel Steele, Thomas E.
Kurk,  Robert  J.  Depalo,  Nancy W.  Hunt and  George  Walker,  and  Employment
Agreements with Mike Prentice and Benjamin C. Croxton.

     As  special  counsel  for the  Company,  we have  examined  such  corporate
records,  documents and such question of law as we have considered  necessary or
appropriate   for  purposes  of  this  opinion  and,  upon  the  basis  of  such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize  the issuance of the Shares and
that the Shares being registered  pursuant to the Registration  Statement,  when
issued, will be duly authorized,  legally issued, fully paid and non-assessable.
This  opinion  does not cover any matters  related to any re-offer or re-sale of
the shares by any Plan Beneficiaries,  once properly and legally issued pursuant
to the Plan as described in the Registration Statement.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement  under the  provisions  of the Act.  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 our  knowledge of the law and
facts as of the date  hereof.  This  opinion  does not  address or relate to any
specific  state  securities  laws.  We  assume no duty to  communicate  with the
Company in respect to any matter which comes to our attention hereafter.

                                               Sincerely,

                                               BRASHEAR & ASSOC., P.L.

                                               By:  /s/ Bruce Brashear
                                               --------------------------
                                               Bruce Brashear, Esq.