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EXHIBIT 5
, 2000
Board of Directors
eSkits, Inc.
47 Mall Drive
Commack, NY 11725
Gentlemen:
It is our opinion that, under the General Corporation Law of the State of
Delaware, the securities being registered with the Securities and Exchange
Commission pursuant to the Registration Statement of eSkits, Inc. on Form SB-2
will, when sold, be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the aforesaid
Registration Statement and further consent to the reference made to us under the
caption "Legal Matters" in the Prospectus constituting part of such Registration
Statement.
Very truly yours,
/s/ Westerman Shapiro Draghi & Miller, LLP
