2500 N. Federal Highway
Jonathan D. Leinwand,                                                  Suite 100
P.A.                                                    Ft. Lauderdale, FL 33305
                                                             Tel: (954) 563-1583
                                                             Fax: (954) 252-4265

                                                           E-mail: jdlpa@aol.com


                                             January 8, 2002

Innovative Holdings & Technologies, Inc.
300 S. Orange Ave., Suite 500
Orlando, FL 32801

Dear Sirs:

     In connection with the  registration  under the Securities Act of 1933 (the
"Act") of 25,607,500 shares (the  "Securities") of Common Stock, par value $.001
per share, of Innovative Holdings and Technologies, Inc., a Colorado corporation
(the "Company"),  we, as your counsel,  have examined such corporate records and
other documents,  and such questions of law, as we have considered  necessary or
appropriate  for  the  purposes  of  this  opinion.   Upon  the  basis  of  such
examination, we advise you that, in our opinion:

     The   Securities   have  been  validly   issued  and  are  fully  paid  and
nonassessable.

     We have relied as to certain  matters on  information  obtained from public
officials,  officers  of the  Company  and other  sources  believed  by us to be
responsible.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
registration  statement  relating to the  Securities  and to the reference to us
under the heading  "Validity of Common Stock" in the Prospectus.  In giving such
consent,  we do not thereby  admit that we are in the category of persons  whose
consent is required under Section 7 of the Act.


                                                   Very Truly Yours,

                                                   JONATHAN D. LEINWAND, P.A.




                                                   By:_______________________
                                                      JONATHAN D. LEINWAND, ESQ.