KRYS BOYLE FREEDMAN & SAWYER, P.C.
                               ATTORNEYS AT LAW
Telephone                 600 17th Street, Suite 2700 S       Facsimile
(303) 893-2300               Denver, Colorado 80202           (303) 893-2882

                                 August 1, 2000


Odyssey Marine Exploration, Inc.
3507 Frontage Road, Suite 100
Tampa, Florida  33607

Gentlemen:

     We have acted as counsel to Odyssey Marine Exploration, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission of a Registration Statement on
Form S-3 (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, 3,615,018 shares
(the "Shares") of its common stock, $.0001 par value (the "Common Stock"),
which may be sold by Selling Shareholders.  Of the Shares of Common Stock
which may be sold, 712,500 Shares may be issued upon the conversion of
preferred stock and 1,211,333 Shares may be issued upon the exercise of the
warrants.  This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.

     In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

     Based upon the foregoing and in reliance thereon, and subject to the
limitations set forth below, we are of the opinion that the 712,500 shares of
Common Stock which may be issued upon the conversion of the preferred stock
and 1,301,333 shares of Common Stock which may be issued upon exercise of
outstanding warrants, when issued in accordance with their respective terms,
will be duly and validly authorized, legally issued, fully paid and non-
assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
                                  Very truly yours,

                                  KRYS BOYLE FREEDMAN & SAWYER, P.C.


                                  By:/s/ Jon D. Sawyer
                                     Jon D. Sawyer