Recipes Direct, Inc.
Attn: Joseph G. Lucidi, President
13771 Danielson St., Suite "E"
Poway, CA 92064


Re: Opinion of Legality - Form SB-2 of Recipes Direct, Inc. filed with the
Securities and Exchange Commission on or about January 24, 2000 ("Form SB-2")


Dear Mr. Lucidi:

We render this opinion as special counsel to Recipes Direct,  Inc., a California
corporation  ("the  Company"),  in connection with its registration of 1,200,000
shares of its common  stock ("the  Shares")  for sale to the public  through the
Company's Prospectus included within its Registration  Statement on Form SB-2 as
filed with the Securities and Exchange Commission on or about January 24, 2000.

In  connection  with this  representation,  we have examined the  originals,  or
copies identified to our satisfaction,  of such minutes,  agreements,  corporate
records and filings and other  documents  necessary to our opinion  contained in
this  letter.   We  have  also  relied  as  to  certain  matters  of  fact  upon
representations made to us by officers and agents of the Company. Based upon and
in reliance on the foregoing, it is our opinion that:

1.   The Company has been duly  incorporated and is validly existing and in good
     standing as a corporation  under the laws of the State of  California,  and
     has full  corporate  power and authority to own its  properties and conduct
     its business as described in the Prospectus referred to above.

2.   When issued and distributed to the purchasers  thereof,  the Shares will be
     duly and validly issued and will be fully paid and non-assessable.

3.   The  shareholders  of the  Company  have no  pre-emptive  rights to acquire
     additional  shares of the  Company's  Common Stock or other  securities  in
     respect of the Shares.

We have assumed,  but not  independently  verified,  the  genuineness of all the
signatures  on all  documents,  letters,  opinions and  certificates,  the legal
capacity of natural persons,  the authenticity of all documents  submitted to us
as originals,  the  conformity of all documents  submitted to us as certified or
Photostat copies and the authenticity of the originals of such copies.

Our  knowledge of the Company and its legal and other  affairs is limited by the
scope of our  engagement.  We have not acted as legal  counsel to the Company in
any previous capacity whatsoever. We offer no opinions whatsoever concerning the
accuracy or completeness of the prospectus.

Very truly yours,


/s/ Jeffrey H. Mackay, Esq.
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Jeffrey H. Mackay, Esq.
Attorney at Law