Law Offices of
Neil J. Beller, LTD.
2345 Red Rock Street
Suite 301
Las Vegas, 89102
January 4, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have acted as counsel to CDMEMORIES.COM, Inc a Nevada corporation
("Company"), in connection with its Registration Statement on Form SB-2 relating
to the registration of 3,109,375 shares of its common stock ("Shares"), $0.001
par value per Share, at a maximum offering price of $0.32 per Share.
In our representation we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation and
Bylaws of the Company.
Based upon the foregoing, it is our opinion that the Company is duly
organized and validly existing as a corporation under the laws of the State of
Nevada, and that the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Neil J. Beller
Neil J. Beller, LTD.
