[HOLLAND & KNIGHT LLP LETTERHEAD]





_________, 2000

Utopia Marketing, Inc.
312 Clematis Street, Suite 500
West Palm Beach, Florida 33401

		Re:	Registration Statement on Form SB-2
			(File No. __-______)

Gentlemen:

	We refer to the Registration Statement (the "Registration
Statement") on Form SB-2 (File No. __-______), filed by Utopia
Marketing, Inc. (the "Company"), with the Securities and
Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 5,000,000 shares (the
"Shares") of the authorized common stock, par value $.001 per
share (the "Common Stock"), of the Company being offered to the
public, consisting of 2,000,000 shares of Common Stock to be
issued by the Company and 3,000,000 shares of Common Stock to be
offered and sold by selling shareholders.

	In connection with the foregoing registration, we have
acted as counsel for the Company, and have examined originals,
or copies certified to our satisfaction of all such corporate
records of the Company, certificates of public officials and
representatives of the Company, and other documents as we deemed
it necessary to require as a basis for the opinion hereafter
expressed.

	Based on the foregoing, and having regard for legal
considerations that we deem relevant, it is our opinion that the
Shares are duly authorized, legally issued, fully paid and
nonassessable.

	We hereby consent to the filing of this opinion as Exhibit
5 to the Registration Statement, and to the reference to this
firm under the caption "Legal Matters" in the Registration




Utopia Marketing, In.c
_________, 2000
Page 2


Statement.  In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required
under Section 7 of the Securities Act.

                                    Very truly yours,

                                    Holland & Knight LLP