June 6, 2003

m-Wise, Inc.

        Re:Registration Statement on
        Form SB-2 (the "Registration Statement")

Gentlemen:

        You have requested our opinion as to the legality of the issuance by you
(the  "Corporation")  of  8,595,632  shares of common stock  ("Shares"),  all as
further described in the Registration  Statement filed with the U.S.  Securities
and Exchange Commission on June6, 2003, as amended.

        As your counsel, we have reviewed and examined:

        1.      The Certificate of Incorporation of the Corporation;
        2.      The Bylaws of the Corporation;
        3.      A copy of certain resolutions of the corporation; and
        4.      The Registration Statement, as proposed to be amended.

        In  giving  our  opinion,  we have  assumed  without  investigation  the
authenticity of any document or instrument  submitted to us as an original,  the
conformity  to the original of any document or  instrument  submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.

        Based upon the  foregoing,  we are of the opinion  that the Shares to be
offered  pursuant to the  Registration  Statement,  if sold as  described in the
Registration Statement will be legally issued, fully paid and non-assessable.

        No opinion is expressed herein as to the application of state securities
or Blue Sky laws.

        We consent to the reference to our firm name in the Prospectus filed as
 a part of the Registration Statement and the use of our opinion in the
Registration Statement.  In giving these consents, we do not admit that we come
 within the category of persons whose consent is required under
Section 7 of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,



HAND & HAND
a professional corporation