HAND & HAND
                                             24351 Pasto Road, #B
                                         Dana Point, California 92629
                                                 949 489 2400
                                            Facsimile 949 489 0034



                                               November 30, 2004

Russian Athena, 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 13,600,000  shares of common stock  ("Shares"),  all as
further described in the Registration  Statement filed with the U.S.  Securities
and Exchange Commission on February 25, 2002, 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  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 nonassessable.

        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