Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
June 7, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: World Shopping Network, Inc. - Form S-8 POS
Dear Sir/Madame:
I have acted as counsel to World Shopping Network, Inc., a
Delaware corporation ("Company"), in connection with its
Registration Statement on Form S-8 POS relating to the
registration of 2,120,000 shares of its common stock ("Shares"),
$0.001 par value per Share. The Shares are issuable pursuant to
the Company's Retainer Stock Plan for Non-Employee Directors and
Consultants ("Plan").
In my representation I 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 all amendments
thereto, and Bylaws of the Company.
Based upon the foregoing, it is my 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 in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
