Exhibit (5)
[LETTERHEAD OF LESTER YUDENFRIEND, ESQ.]
December __, 2000
Bodyguard Records.com, Inc.
138 Fulton Street
New York, NY 10038
Gentlemen:
At your request, I have examined the Registration Statement on Form SB-2
(the "Registration Statement") to which this letter is attached as Exhibit 5.1
filed by Bodyguard Records.com, Inc., a Delaware corporation ("Bodyguard"), in
order to register under the Securities Act of 1933, as amended (the "Act"), a
minimum of 100,000 and a maximum of 400,000 shares of Bodyguard's common stock,
$.001 par value per share (the "Shares"), and any additional shares of common
stock of Bodyguard which may be registered pursuant to Rule 462(b) under the
Act.
I am of the opinion that the Shares have been duly authorized and upon
issuance and sale in conformity with and pursuant to the Registration Statement,
and receipt of the purchase price therefor as specified in the Registration
Statement, the Shares will be legally and validly issued, fully paid and
non-assessable.
I consent to the use of this opinion as an Exhibit to the Registration
Statement and to use of my name in the prospectus constituting a part thereof.
Respectfully yours,
Lester Yudenfriend, Esq.
