Exhibit 5 Opinion of Mark Gasarch, Esq.
                                        (including consent)



                                   December 9, 2002


TGFIN Holdings, Inc.
39 Broadway, Suite 740
New York, New York 10155

          Re:  Registration Statement on Form S-8
               Under the Securities Act of 1933;
               S.E.C. File No.

Gentlemen:

     In my capacity as counsel to TGFIN Holdings, Inc., a Delaware
corporation (the "Company"), I have been asked to render this opinion in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") which is being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "1933 Act").  I understand the relevant facts to be as follows:

     The Registration Statement covers 975,000 shares (the "Shares") of the
$.01 par value per share Common Stock (the "Common Stock") of the Company.
The Shares have been issued to three Consultants pursuant to consulting
agreements with each (the "Consulting Agreements").

     In this connection, I have examined the Company's Certificate of
Incorporation and By-laws, as amended, the Registration Statement, corporate
proceedings of the Company relating to the approval of the Consulting
Agreements, the issuance of the Shares and such other instruments and
documents as I have deemed relevant under the circumstances.

     In making the aforesaid examinations, I have assumed the genuineness of
all signatures and the conformity to original documents of all copies
furnished to me as original or photostatic copies. I have also assumed that
the corporate records furnished to me by the Company include all corporate
proceedings taken by the Company to date material to this matter.

     Based upon and subject to the foregoing, I am of the opinion that:

     1.   The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware;

     2.   The Shares have been duly and validly authorized and issued; and
are fully paid and non-assessable.

     I hereby consent to the use of my opinion as herein set forth as an
exhibit to the Registration Statement and to the use of my name under the
caption "Legal Matters" in any prospectus forming a part of the Registration
Statement.


                                   Very truly yours,

                                   MARK GASARCH, ESQ.


                                   /s/  Mark Gasarch