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Exhibit 5
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 5, 2000
HeavenlyDoor.com, Inc.
369 Lexington Avenue, 10th Floor
New York, New York 10017
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by HeavenlyDoor.com,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), on or
about the date hereof. The Registration Statement relates to 2,400,000 shares of
the Company's Common Stock, $0.01 par value (the "Shares"), offered pursuant to
the provisions of certain non-statutory option agreements issued by the Company
to Lloyd J. Kagin on February 25, 2000 (the "Agreements").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Agreements, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
