EXHIBIT 23.2CONSENT OF HARRY WINDERMAN, ESQ.

                                FEBRUARY 7, 2001

                      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
26,178,018  shares of the  Corporation's  Common Stock, $.01 par value per share
registering the shares of Common Stock of the Selling Stockholders 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.