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                                                                      EXHIBIT 5


                 HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC
                            ATTORNEYS AND COUNSELORS
                                 HAMPTON COURT
                                   SUITE 600
                                  4311 OAKLAWN
                              DALLAS, TEXAS 75219

                          ---------------------------


STEVEN B. HOLMES                                     
Licensed In                                            TELEPHONE (214) 765-6000
Texas and Oklahoma                                    TELECOPIER (214) 765-6020
                                                  E-MAIL SHOLMES@LEGALTEXAS.COM



   
                                 April 8, 1999
    


Board of Directors
CyberGuide Online, Inc.
4300 Horizon N. Parkway
Suite 915
Dallas, Texas 75287


         Re:      CyberGuide Online, Inc.
                  Registration Statement on Form SB-2

Gentlemen:

         We have been retained by CyberGuide Online, Inc. (the "Company") in
connection with the Registration Statement (the "Registration Statement") on
Form SB-2, to be filed by the Company with the Securities and Exchange
Commission relating to the offering of securities of the Company. You have
requested that we render our opinion as to whether or not the securities
proposed to be issued on terms set forth in the Registration Statement will be
validly issued, fully paid, and nonassessable.

         In connection with the request, we have examined the following:

         1. Articles of Incorporation of the Company;

         2. Bylaws of the Company;

         3. The Registration Statement; and

         4. Unanimous consent resolutions of the Company's Board of Directors.

         We have examined such other corporate records and documents and have
made such other examinations as we have deemed relevant.




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CyberGuide Online, Inc.
Board of Directors
April 8, 1999
Page 2


         Based on the above examination, we are of the opinion that the
securities of the Company to be issued pursuant to the Registration Statement
are validly authorized and, when issued in accordance with the terms set forth
in the Registration Statement, will be validly issued, and fully paid, and
non-assessable under the corporate laws of the State of Texas.

         We consent to our name being used in the Registration Statement as
having rendered the foregoing opinion and as having represented the Company in
connection with the Registration Statement.


                                       Sincerely,

                                       HOGE, EVANS, HOLMES,
                                       CARTER & LEDBETTER PLLC


                                       /s/ STEVEN B. HOLMES
                                       Steven B. Holmes

SBH