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Exhibit 5.1
POULTON & YORDAN
ATTORNEYS AT LAW
136 EAST SOUTH TEMPLE, SUITE 1700-A
SALT LAKE CITY, UTAH 84111
Richard T. Ludlow Telephone: (801) 355-1341
Fax: (801) 355-2990
November 16, 2000
Board of Directors
WorldNet Resource Group, Inc.
4052 Del Rey Ave., Suite 108
Marina Del Rey, California 90292
Re: Opinion and Consent of Counsel with respect to Registration
Statement on Form S-8 for WorldNet Resource Group, Inc.
Gentlemen:
You have requested the opinion and consent of this law firm, as
counsel, with respect to the proposed issuance and distribution of certain
securities of the Company pursuant to the filing of a registration
statement on Form S-8 with the Securities and Exchange Commission.
The proposed offering relates to up to 3,000,000 shares of common
stock, $.001 par value (the "Common Stock"), to be offered to plan
participants as outlined in The WorldNet Resource Group, Inc., 2000
Incentive Stock Option Plan. It is our opinion that the shares
of common stock will, when issued in accordance with the terms and
conditions set forth in the registration statement, be duly authorized,
validly issued, fully paid and nonassessable shares of common stock of the
Company in accordance with the corporation laws of the State of Utah.
We consent to be named by the Company in the registration statement
and prospectus included therein. We also consent to the Company filing
this legality opinion as an exhibit to the registration statement.
Very truly yours,
POULTON & YORDAN
/s/ Richard T. Ludlow
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Richard T. Ludlow
Attorney at Law
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