James D. Cullen, P. A.
                         Legal Professional Association

        
                                                                Business Law

 James D. Cullen, Jr.     2150 Goodlette Road, Suite 200
 Admitted in Florida           Naples, Florida 33940            Corporations
   and Missouri
                              Telephone: 94l-434-8405           Securities
                              Facsimile: 941-643-6670
                           Email: JCullen@coconet.com


                                 6 January 1996
Dennis B. Schroeder
LottoWorld, Inc.
2150 Goodlette Road
Suite 200
Naples, Florida 34102



         Re:    LottoWorld, Inc. ("LWI") Form S-8 Registration Statement

Dear Mr. Schroeder:

         As counsel for LWI I have reviewed the  Registration  Statement on Form
S-8 (the  "Registration  Statement")  dated as of the date of this opinion to be
filed with the Securities and Exchange Commission with respect to 252,500 shares
of $.001 par value LWI common stock under the LottoWorld, Inc. 1997 Employee and
Vendor Stock Program (the "Program").  As General Counsel,  I have examined such
documents,  corporate  records and  instruments  as [ have deemed  necessary  or
appropriate for the purpose of this opinion.

         Based on the  foregoing,  I am of the  opinion  that any  shares of LWI
common stock issued  pursuant to the terms and conditions of the Program will be
validly issued, fully paid and non-assessable.

         I hereby  consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.



                                       Very truly yours,

                                       /s/ James D. Cullen  
                                       --------------------------
                                       James D. Cullen, Esq.