August 28, 1996





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549


	RE:	Registration Statement on Form S-8
		Imagica Entertainment, Inc.
		

Gentlemen:

	I have acted as counsel for Imagica Entertainment, Inc. 
(the "Company") in connection with its proposed offering 
to certain consultants of Company of 320,415 common shares and warrants to
purchase an additional 300,000 common shares
(par value $.0001).  In connection with the proposed public 
offering and above-described registration statement, I have reviewed the 
following:

	1. The Certificate of Incorporation and amendments thereto of the Company;

	2. The By-Laws and amendments thereto of the Company;

	3. The minute books of the Company; and

	On the basis of such investigation and the examination of such other 
records as I deemed necessary, I am of the opinion that:

	a) the Company has been duly incorporated and is validly existing under 
the laws of the State of Florida; and

	b) The 620,415 shares have been duly authorized and when issued, will be 
legally issued by the Company and will be fully paid and nonassessable.

	I consent to the filing of this opinion as an Exhibit for the purpose of 
registering all or a portion of the Common Shares described in 
Form S-8 under the relevant state and federal 
securities laws.



						Sincerely,


						/s/ Bruce Brashear
						Bruce Brashear, Esq.