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EXHIBIT 5.1
(Letterhead of Ogden Murphy Wallace, P.L.L.C.)
October 1, 2000
XRAYMEDIA.COM, INC.
555 West Hastings Street, Suite 800
Vancouver, British Columbia V6B 4N5, Canada
Re: Registration Statement on form S-8 of Xraymedia.com, Inc.;
Xraymedia.com, Inc. Performance Stock Plan
Ladies and Gentlemen:
We have acted as counsel to Xraymedia.com, Inc. (the "Company") in
connection with the filing of the above-referenced Registration statement (the
"Registration Statement") relating to the registration of 3,300,000 shares (the
"Shares") of Common Stock, .001 par value per share, of the Company issuable
under the xraymedia.com, Inc. Performance Stock Plan (the "Plan"). In connection
therewith, we have reviewed the Company's Articles of Incorporation, Bylaws,
minutes of appropriate meetings, a copy of the Plan and such other matters we
deemed appropriate.
Based on that review, it is our opinion that the Shares will be, when sold
pursuant to the terms contemplated by the Registration Statement, validly
issued, fully paid and non-assessable shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
OGDEN MURPHY WALLACE, P.L.L.C.
James L. Vandeberg
JLV:cdi
