Exhibit 5.1

August [___], 2005



Board of Directors
Playlogic Entertainment, Inc.
Concertgebouwplein 13
1071 LL Amsterdam
The Netherlands
Re:      Registration Statement on Form SB-2

Dear Sirs:

As counsel to Playlogic Entertainment, Inc. (the "Company"), we are writing this
letter in connection with the  registration  under the Securities Act of 1933 of
certain  shares of the  Company's  common  stock,  par value $.001 (the  "Common
Stock"), as described below. A registration  statement on Form SB-2 was filed by
the Company with the  Securities  and Exchange  Commission on July 20, 2005 (the
"Registration  Statement").  This opinion shall be filed with Amendment No. 1 to
the Registration Statement.

The Registration Statement seeks the registration of the 6,236,132 shares of the
Common Stock (the "Registered Shares").  The Registered Shares are to be offered
to the public by certain of the  Company's  security  holders  identified in the
Company's Registration Statement.

In rendering this opinion,  we have reviewed and relied on (i) the  Registration
Statement and all exhibits  thereto,  (ii) the Articles of Incorporation and the
By-laws  of the  Company,  and  (iii)  minutes  and  records  of  the  corporate
proceedings of the Company with respect to the issuance of the Registered Shares
and related  matters.  We also have examined such other  documents,  records and
instruments  and have  made  such  investigations  of law as we have  considered
necessary or appropriate to form a basis for this opinion.  In such examination,
we have relied, to the extent we deemed reasonable,  on certificates and certain
other information provided to us by officers of the Company and public officials
as to  matters  of fact of which the  maker of such  certificate  or the  person
providing such other  information had knowledge.  In rendering this opinion,  we
have  assumed,  without  independent   verification,   the  genuineness  of  all
signatures  (whether  original  or  photostatic)  and  the  authenticity  of all
documents  submitted to us as originals and the conformity to authentic original
documents of all documents  submitted to us as certified or photostatic  copies.
We also have assumed that all documents and corporate  record books submitted to
us are true, accurate and complete.

Based upon and relying solely on the  foregoing,  we are of the opinion that the
Registered  Shares have each been duly  authorized for issuance and sale. We are
further of the opinion that the Registered Shares are validly issued, fully paid
and non-assessable.  When sold under the effective Registration  Statement,  the
Registered  Shares may be transferred free and clear of all restrictions and the
Registered  Shares shall not bear any restrictive  legend.  We hereby consent to
the reference to our name in the  Registration  Statement and the filing of this
opinion as an exhibit to the Registration Statement.

                                Very truly yours,

                              /s/ HELLER EHRMAN LLP