1001 MCKINNEY
                                                        18th FLOOR
                                                        HOUSTON, TEXAS 77002

FRANKLIN, CARDWELL & JONES                              713.222.6025  TELEPHONE
     A PROFESSIONAL CORPORATION                         713.222.0938  FACSIMILE

                                                        INTERNET:
                                                        http://www.fcj.com
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February 5, 2003


Kingdom Ventures, Inc.


Gentlemen:

We  have  acted  as  counsel to Kingdom Ventures, Inc. (the "Company"), a Nevada
corporation,  and  have  participated  in  the  preparation  and adoption of the
Kingdom  Ventures,  Inc.  2003  Stock  Compensation  Plan  (the  "Plan") and the
preparation  of  a  Registration  Statement  on  Form  S-8  (the  "Registration
Statement")  with  respect  to  7,850,000 shares (the "Shares") of Common Stock,
$.001  par value, and 7,850,000 warrants (the "Warrants") to purchase the Common
Stock  of  the  Company,  to  be  offered  to directors, officers, employees and
consultants  of  the  Company  pursuant  to  the  Plan.

It  is my opinion that the Shares and the Warrants have been duly authorized and
that, when issued either pursuant to a grant of a stock award, upon the exercise
of  an  option  or the conversion of a warrant granted pursuant to the Plan, the
Shares  will  be  validly  issued,  fully  paid  and  nonassessable.

We  hereby  consent  to  the  incorporation  by  reference  in this Registration
Statement  on  Form  S-8 of our opinion regarding the legality of Shares and the
Warrants.

/s/  Franklin, Cardwell & Jones

Franklin, Cardwell & Jones