VANDERKAM & SANDERS
                               440 LOUISIANA, #475
                                HOUSTON, TX 77002
                               713-547-8900 PHONE
                             713-547-8910 FACSIMILE


August 16, 2002

Lingo Media Inc.
151 Bloor Street West
Suite 890
Toronto, Ontario, Canada M5S 1S4

Re:  Form F-1 Registration Statement

Gentlemen:

You have  requested  that we furnished you our legal opinion with respect to the
legality  of the  following  described  securities  of  Lingo  Media  Inc.  (the
"Company")  covered by a Form F-1  Registration  Statement,  (the  "Registration
Statement"),  filed with the Securities and Exchange  Commission for the purpose
of registering such securities under the Securities Act of 1933:

1.   4,700,000  shares  of  common  stock,  no par value  (the  "Shares")  to be
     registered by the Company for resale; and

2.   3,250,000  shares of common stock, no par value  underlying  warrants to be
     registered by the Company for resale.

In connection with this opinion,  we have examined the corporate  records of the
Company,  including the Company's  Articles of  Incorporation,  Bylaws,  and the
Minutes of its Board of Directors and  Shareholders  meetings,  the Registration
Statement,  and such other  documents and records as we deemed relevant in order
to render this opinion.

Based on the foregoing, it is our opinion that, after the Registration Statement
becomes  effective and the Shares and shares  underlying  the warrants have been
registered  and  delivered  as  described  therein,  the  Shares  and the shares
underlying the warrants will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the  Registration  Statement and further  consent to
statements made therein regarding our firm and use of our name under the heading
"Legal  Matters"  in the  Prospectus  constituting  a part of such  Registration
Statement.

                                                      Sincerely,
                                                      VANDERKAM & SANDERS



                                                     /s/ Vanderkam & Sanders