Exhibit 5.1
OPINION OF MICHAEL S. KROME, P.C.

MICHAEL S. KROME, P.C.
8 Teak Court
Lake Grove, New York 11755
(631) 737-8381


                                        January 24, 2002


The Board of Directors
Upside Development, Inc.
14 W. Main Street
West Bend, Wisconsin

Gentlemen:

         You have requested my opinion as counsel for Upside Development,  Inc.,
a Delaware  corporation  (the  "Company"),  in connection with the  registration
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  and the
Rules and  regulations  promulgated  thereunder,  of an aggregate of  47,155,600
Shares (the "Shares") of the Company's  common stock,  par value $0.01 per share
(the "Common  Stock"),  pursuant to a  Registration  Statement on Form SB-2 (the
"Registration Statement").

         For  purposes  of  this  opinion,  I  have  examined  the  Registration
Statement filed with the Securities and Exchange Commission on or about the date
hereof,  including the prospectus which is a part thereof (the "Prospectus") and
the  exhibits  thereto.  I have  also  been  furnished  with and  have  examined
originals or copies,  certified or otherwise  identified to my satisfaction,  of
all such records of the Company, agreements and other instruments,  certificates
of officers and representatives of the Company, certificates of public officials
and other  documents as I have deemed it necessary to require as a basis for the
opinions hereafter expressed. As to questions of fact material to such opinions,
I have,  where relevant facts were not  independently  established,  relied upon
certifications  by principal  officers of the Company.  I have made such further
legal and actual  examination and investigation as I deem necessary for purposes
of rendering the following opinions.

         In my examination I have assumed the genuineness of all signatures, the
legal  capacity  of  natural  persons,  the  correctness  of facts  set forth in
certificates,  the  authenticity of all documents  submitted to me as originals,
the  conformity  to  original  documents  of all  documents  submitted  to me as
certified or photostatic  copies,  and the authenticity of the originals of such
copies.  I have also assumed that such documents have each been duly authorized,
properly  executed and  delivered by each of the parties  thereto other than the
Company.

         I am a member of the bar of the State of New York.  My  opinions  below
are limited to the laws of the State of New York, the General Corporation Law of
the State of Delaware and the federal securities laws of the United States.

         Based on the foregoing,  it is my opinion that all of the Shares,  when
issued and  delivered  and upon  conversion  in  accordance  with the terms of a
Convertible  Note,  when  applicable,  and when sold and delivered in the manner
described in the Prospectus,  will be legally and validly issued, fully paid and
nonassessable.

         I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and  consent  to the use of my name  under the  caption
"Legal Matters" in the Prospectus.

                                   Sincerely,


                                   /s/ Michael S. Krome, Esq.
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