[EVERS & HENDRICKSON LETTERHEAD]




                  May 31, 2000



Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

         RE:      TRIPACIFIC DEVELOPMENT CORPORATION, LEGALITY OF SHARES
                  ------------------------------------------------------

Dear Madam/Sirs:

         We have  made  reasonable  inquiry  and  are of the  opinion  that  the
securities  being offered,  will, when sold, be legally  issued,  fully paid and
non-assessable.

         We are not  opining as to any other  statements  contained  in the Form
SB-2  registration  statement,  nor as to  matters  that  occur  after  the date
thereof.

                                Very truly yours,

                            EVERS & HENDRICKSON, LLP


                              /s/ Antoine M. Devine
                         By: Antoine M. Devine, Partner


cc:      Devinder Randhawa