Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
December 18, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: 3 Si Holdings, Inc. - Form SB-2
Dear Sir/Madame:
I have acted as counsel to 3 Si Holdings, Inc., a Wyoming
corporation ("Company"), in connection with its Registration
Statement on Form SB-2 relating to the registration of 50,000,000
shares of the Company's common stock ("Shares"), $0.01 par value
per Share. I hereby consent to all references to my firm included
in this Registration Statement, including the opinion of legality.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
