EXHIBIT 23.2 CONSENT OF HARRY WINDERMAN, ESQ.
JUNE 9, 2000
BOARD OF DIRECTORSCELEXX CORPORATION
Gentlemen:
I have acted as counsel for CeleXx Corporation (the "Corporation") in
connection with the registration on Form SB-2 (the "Registration Statement") of
11,172,222 shares of the Corporation's Common Stock, $.01 par value per share
registering the shares of Common Stock of the Selling Stockholder enumerated on
Schedule "A" attached hereto.
On the basis of such investigation as I deemed necessary, I am of the
opinion that:
(1) the Corporation has been duly incorporated and is validly existing under the
laws of the State of Nevada; and
(2) the Common Shares have been duly authorized and are validly issued, fully
paid and nonassessable.I hereby consent to the use of my name under the heading
"Validity of Shares of Common Stock" in the Prospectus included in the
Registration Statement and to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
HARRY WINDERMAN, ESQ.
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