Exhibit 5
Legal Opinion

                                         May 20, 2002

FreewillPC.com, Inc.
185 Madison Ave
New York, NY 10016


Gentlemen:

         With respect to the Registration Statement on Form S-8 of
FreewillPC.com, Inc. (the "Company") in connection with the registration of
800,000 shares of common stock, par value $0.001, ("Common Stock") which have
been reserved for issuance pursuant to a letter agreement, we are of the opinion
that the Common Stock when issued in accordance with the terms and provisions of
the letter agreement will be duly authorized, legally issued, fully paid and
nonassessable.

         This opinion is limited to the laws of the State of Nevada, and we
disclaim any opinion as to the laws of any other jurisdiction. We further
disclaim any opinion as to any statute, rule, regulation, ordinance, order or
other promulgation of any other jurisdiction or any regional or local
governmental body or as to any related judicial or administrative opinion. We
express no opinion as to the applicable choice of law provisions contained in
any agreement.

         This opinion is rendered to you in connection with the issuance of the
Common Stock and is solely for your benefit. This opinion may be not relied upon
by any other person, firm, corporation or other entity for any purpose, without
prior written consent.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                               Very truly yours,

                               Raice Paykin & Krieg LLP

                               By: /s/ David C. Thomas
                                   -------------------------
                                   David C. Thomas