Exhibit 5

                OPINION AND CONSENT OF JONATHAN D. LEINWAND, P.A.

                                 April 16, 2001

Helmut Wyzisk
Innovative Holdings and Technologies, Inc.
100 S. Orange Ave., Suite 300
Orlando, FL 32801

Gentlemen:

         You have  requested  our opinion in  connection  with the  Registration
Statement on Form S-8 (the "Registration  Statement") of Innovative Holdings and
Technologies  Inc, a  Colorado  corporation  (the  "Company"),  relating  to the
registration  of 10,000,000  shares (the  "Shares") of common  stock,  par value
$.001  per  share,  of  the  Company,  issued  to a  consultant,  pursuant  to a
consulting agreement.

         We have made such examination of the corporate  records and proceedings
of the  Company and have taken such  further  action as we deemed  necessary  or
appropriate to the rendering of our opinion herein.

         Based on the  foregoing,  we are of the opinion  that the Shares,  when
issued and sold as contemplated in the Registration  Statement,  will be validly
issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion with the Securities and
Exchange  Commission  as an exhibit  to the  Registration  Statement  and to the
reference  to our firm  under the  heading  "Experts"  therein.  In giving  such
consent,  we do not admit that we come  within  the  category  of persons  whose
consent  is  required  by  Section  7 of the  Securities  Act or the  rules  and
regulations promulgated thereunder.

                                                   Sincerely,




                                                   JONATHAN D. LEINWAND, P.A.