October 5, 2000
Board of Directors
Playandwin, Inc.
7050 Weston Rd.
Vaughn, Ontario, Canada
L4L 8G7
Gentlemen;
We have acted as securities counsel for Playandwin, Inc. (the
"Company"). You have asked us to render this opinion to the Company.
You have advised that:
1. The Company is current in its reporting responsibilities to the
Securities and Exchange Commission as mandated by the Securities
Exchange Act of 1934, as amended
2. The following individuals have acted and will continue to act as
consultants on behalf of the Company:
Michael McFadden
Justine Kerrivan
Cheryl Cheslea
Emmanuel Dimitraklas
Ron Boner
Don G. Huggins, Jr.
Marco Durante
Susan Clemments
Richard Woolsey
Vito Santioli
Peter Tassiopoulos
Steve Pelosinii
Richard Borrow
Herbert M. Jacobi
Daniel G. Chapman
Sean P. Flanagan
Sandy Maini
Loree Richards
Deborah K. Talbert
3. In their capacities as consultants, the above-named individuals
have provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising
transaction, and which did not either directly or indirectly promote or
maintain a market for the Company's securities.
4. The Company has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of the
Company.
5. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors of the
Company. These shares shall be registered pursuant to a Registration
Statement on Form S-8 and may be issued without restrictive legend.
We have read such documents as have been made available to us. For
purposes of this opinion, we have assumed the authenticity of such
documents.
Based on the accuracy of the information supplied to us, it is our
opinion that the Company may avail itself of a Registration Statement
on Form S-8, and is qualified to do so. It is our further opinion that
the above-named individuals are proper persons qualified to receive
shares which are registered in a Registration Statement on Form S-8.
We consent to the use of this letter in the Registration Statement
filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
