EXHIBIT 23.2 CONSENT OF HARRY WINDERMAN, ESQ.

JUNE 9, 2000

BOARD OF DIRECTORSCELEXX CORPORATION

Gentlemen:

         I have acted as counsel for CeleXx  Corporation (the  "Corporation") in
connection with the registration on Form SB-2 (the "Registration  Statement") of
11,172,222  shares of the  Corporation's  Common Stock, $.01 par value per share
registering the shares of Common Stock of the Selling Stockholder  enumerated on
Schedule "A" attached hereto.

         On the basis of such  investigation as I deemed necessary,  I am of the
opinion that:

(1) the Corporation has been duly incorporated and is validly existing under the
laws of the State of Nevada; and

(2) the Common Shares have been duly authorized and are validly  issued,  fully
paid and nonassessable.I  hereby consent to the use of my name under the heading
"Validity  of  Shares  of  Common  Stock"  in  the  Prospectus  included  in the
Registration  Statement  and to the filing of this  opinion as an Exhibit to the
Registration Statement.

Very truly yours,

HARRY WINDERMAN, ESQ.

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