Exhibit No. 5.1
Form SB-2
Wrap-N-Roll USA, Inc.

               LEHMAN WALSTRAND & ASSOCIATES, LLC
                        Attorneys at Law
                       620 Judge Building
                         8 East Broadway
                Salt Lake City, Utah  84111-2204
                         (801) 532-7858
                    Telecopy:  (801) 363-1715


                          July 5, 2001


Wrap-N-Roll USA, Inc.
1056 East Platinum Way
Sandy, UT 84094

     Re:  Registration Statement on Form SB-2
          Under the Securities Act of 1933

Ladies and Gentlemen:

     In our capacity as counsel to Wrap-N-Roll USA, Inc., a
Nevada corporation (the "Company"), we have been asked to render
this opinion in connection with a Registration Statement on Form
SB-2 being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Registration Statement"), covering 2,010,000 shares of common
stock, par value $0.001 per share, of the Company ("Common
Stock") that are presently issued and outstanding (the "Shares")
all of which have been included in the Registration Statement for
the account of the person identified therein as the Selling
Security Holders.

     In that connection, we have examined the Articles of
Incorporation and the By-Laws of the Company, both as amended to
date, the Registration Statement, corporate proceedings of the
Company relating to the issuance of the Shares and such other
instruments and documents as we have deemed relevant under the
circumstances.

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

     Based upon the subject to the foregoing, we are of the
opinion that:

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Wrap-N-Roll USA, Inc.
July 5, 2001
Page 2

     (1)  The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
state of Nevada.

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

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

                                   Sincerely,

                                   Lehman Walstrand & Associates, LLC

                                   /s/ Mark E. Lehman
                                   A Member of the Firm

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