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                                                                       EXHIBIT 5

Law Office of Jennifer Pulver
Emerald Plaza
402 West Broadway, Fourth Floor
San Diego, CA 92101
(619) 561-4647


May 29, 2001

Board of Directors
American Toy Vending, Inc.
13640 White Rock Station Road
Poway, CA 92064



Re:    My Legal Opinion Pursuant to SEC Form SB-2 Registration Statement -
       American Toy Vending, Inc.

Dear Ladies and Gentlemen:

You have requested my opinion as counsel for American Toy Vending, Inc., a
Nevada corporation (the "Company") and certain of its shareholders (the "Selling
Shareholders") in connection with a Registration Statement on Form SB-2 and the
prospectus included therein (collectively the "Registration Statement") to be
filed with the Securities and Exchange Commission.

1.     The Registration Statement: The Registration Statement with respect to
       4,485,000 shares (the "Shares") of common stock $.001 par value per share
       (the "Common Stock") of the Company to be held by the security holders
       named in the registration statement.

2.     Basis for Opinion: The documentary basis and other basis for this opinion
       is my review and analysis of the below listed items:

              a.     The Company's Articles of Incorporation, Certificate of
                     Amendment, By-Laws, Minutes of Board of Directors Meeting,
                     Minutes of Shareholder Meeting and Shareholders Lists
                     (collectively the "Company Records").

              b.     The Registration Statement.

              c.     The eligibility requirements for the use of Form SB-2 set
                     forth in General Instructions A and B of Form SB-2 (the
                     "Eligibility Requirements").

I have assumed that the documents and signatures examined by me are genuine and
authentic and that the persons executing such documents have the legal capacity
to execute any such documents.

3.     Legal Opinion: Based upon my review of the Company Records, the
                      Registration Statement and


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                     the Eligibility Requirements, I am of the opinion that:

              a.     Organization and Qualification: The Company is a
                     corporation duly incorporated, validly existing and in good
                     standing under the laws of its jurisdiction of
                     incorporation, and has the requisite corporate power and
                     authority to conduct its business, and to own, lease and
                     operate its properties, as more specifically described in
                     the Registration Statement.

              b.     Compliance With Eligibility Requirements of Form SB-2:
                     After reasonable investigation, I have no actual knowledge
                     that the Eligibility Requirements for use of Form SB-2 have
                     not been satisfied with respect to the Registration
                     Statement.

              c.     Shares Duly Authorized and Validly Issued: That the Shares
                     and as specifically set forth in the Registration
                     Statement, have duly authorized, legally and validly
                     issued, and fully paid and are non-assessable.

              d.     Consent to Use of Legal Opinion: I hereby consent to the
                     reference to my name in the Registration Statement under
                     the caption "Legal Matters" and to the use of this opinion
                     as an exhibit to the Registration Statement. In giving this
                     consent, I do hereby admit that I come within the category
                     of a person whose consent is required under Section 7 of
                     the Securities Act of 1933, as amended, or the general
                     rules and regulations thereunder.


Very truly yours,

/s/ Jennifer Pulver

Jennifer Pulver
Attorney at Law