[CUTLER LAW GROUP LETTERHEAD]
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: Go Online Networks Corporation
Ladies and Gentlemen:
This office represents Go Online Networks Corporation, a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the resale of up to 2,740,000 shares by Joseph
M. Naughton in accordance with his agreement to exchange shares for past due
salary (the "Registered Securities.") In connection with our representation,
we have examined such documents and undertaken such further inquiry as we
consider necessary for rendering the opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when issued as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in
the Resale Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.
/s/ Cutler Law Group
CUTLER LAW GROUP
