RAICE PAYKIN KRIEG & SCHRADER LLP
ATTORNEYS AT LAW
185 MADISON AVENUE. 10TH FLOOR
NEW YORK, NEW YORK 10016
(212) 725-4423 o FAX (212) 684-0022
August 8, 2000
GameCom, Inc.
440 North Center
Arlington, TX 76011
Re: GameCom, Inc. - Registration Statement on Form SB-2 (File No.
33-41214) (the "Registration Statement")
Gentlemen:
We are are acting as counsel for GameCom, Inc., a Texas corporation (the
"Company"), in connection with the proposed issuance and sale pursuant to the
Registration Statement of up to 34,163,470 shares of Common Stock, $.005 par
value, of the Company (the "Shares").
We have examined such corporate records, certificates and other documents
as we have considered necessary for the purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have, when relevant facts were not independently established, relied upon the
records, certificates and documents referred to above.
Based on the foregoing, we are of the opinion that, upon issuance and
delivery in accordance with the Investment Agreement described in the
Registration Statement, the Shares will be duly authorized, validly issued,
fully paid and nonassessable.
Our opinion is limited in all cases to matters arising under the Business
Corporation Act of the State of Texas. We consent to the use of this opinion as
an Exhibit to the Registration Statement and to the reference to our firm under
the caption "Legal Matters" in the prospectus that is a part of the Registration
Statement. In giving such consent, we do not concede that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.
Very truly yours,
Raice Paykin Krieg & Schrader LLP
By: ______________________________
