[LETTERHEAD OF STEPP & BEAUCHAMP LLP]
Opinion of Counsel and Consent of Counsel
Board of Directors
JPAL, Inc.
Re: Registration Statement on Form SB-2
Gentlemen: As counsel to JPAL, Inc., a Nevada corporation (the "Company"), we
have participated in the preparation of the Company's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the registration of 3,797,469
shares of the Company's $.001 par value common stock owned by the selling
security holders (the "Shares"). As counsel to the Company, we have examined
such corporate records, certificates and other documents of the Company, and
made inquiries of such officers of the Company, as we have deemed necessary or
appropriate for purposes of this opinion. Based upon such examinations, we are
of the opinion that the Shares have been and are duly authorized, validly
issued, fully paid and non-assessable shares of the common stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters."
Sincerely,
/s/ Stepp & Beauchamp LLP
Stepp & Beauchamp LLP
Newport Beach, California
August 16, 2000
