EXHIBIT 5

                                          December 20, 1996

Treasury International, Inc.
7040 Tranmere Drive
Mississauga, Ontario
Canada, L5S 1L9

Gentlemen:

      We have acted as special counsel to Treasury International, Inc. (the
Company"), a Delaware corporation, in connection with its filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of an aggregate of 35,000 shares (the "Shares") of its Common Stock, $.0001 par
value per share, issuable upon the exercise of stock options it granted to
Clarence Blatt pursuant to its Consulting Agreement and the related Stock Option
Agreement, each dated December 16, 1996 (such documents, collectively, the
"Plan")

      We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as we have deemed necessary or appropriate as a basis for the
opinions express below.

      Based on the foregoing, we are of the opinion that the Shares, when issued
as contemplated by and in accordance with the Plan, will be legally issued,
fully paid and nonassessable shares of the Company's Common Stock.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act, as amended, or the rules and regulations of the Securities
and Exchange Commission thereunder.

                                          Very truly yours,

                                          HOFHEIMER GARTLIR & GROSS, LLP


                                        8