Gary B. Wolff, P.C.	488 Madison Avenue  Suite 1100  New York, New York 10022
COUNSELOR AT LAW	Tel: (212) 644-6446   Fax: (212) 644-6498   Email: wolffpc@nyc.rr.com

Exhibit 5.1 and 23.2a

November 13, 2008

United States Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C.   20549

Re:

Innocap, Inc. (hereinafter “INN”) Registration Statement on Form S-1 Relating

to 1,544,233 shares of INN Common Stock, par value $.001per share

Gentlemen:

I have been requested by INN, a Nevada corporation, to furnish you with my opinion as to the matters hereinafter set forth in connection with the  above  captioned registration statement  (the  “Registration  Statement”) covering 1,544,233 shares which will be offered by the Selling  Shareholder(s) of INN.

In connection with this opinion, I have examined the Registration Statement, the Certificate of Incorporation and By-Laws of INN, each as amended to date, copies of the records of corporate proceedings of INN, and copies of such other agreements, instruments and documents as I have deemed necessary to enable me to render the opinion hereinafter expressed.

Based upon and subject to the foregoing, I am of the opinion that the shares being offered and registered (which are already issued and outstanding) when sold in the manner described in the Registration Statement, will be and are legally issued, fully paid and non-assessable.

This opinion opines upon Nevada law, including the statutory provisions as well as all applicable provisions of the Nevada constitution and reported decisions interpreting the laws.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to my name under the caption “Legal Matters” in the prospectus included in the registration statement.

Very truly yours,

/s/ Gary B. Wolff

Gary B. Wolff