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                                    Jody M. Walker
                                7841 South Garfield Way
                                 Littleton, Colorado 80122
                                 Telephone (303) 850-7637
                                 Facsimile (303) 220-9902

September 26, 1999

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Dear Sirs:
Re:   OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF SEA SHELL GALLERIES, INC.

I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2.  I hereby consent to
the inclusion and reference to my name in the Registration Statement on
Form SB-2 for Sea Shell Galleries, Inc.

It is my opinion that the securities of Sea Shell Galleries, Inc. and
those which are registered with the Securities and Exchange Commission
pursuant to Form SB-2 Registration Statement of Sea Shell Galleries,
Inc. have been legally issued and will be, when sold, legally issued,
fully paid and non-assessable.


                                                Yours very truly,


                                                /s/Jody M. Walker
                                               ---------------------
                                                Jody M. Walker