OVERTON, BABIARZ & SYKES, P.C.
                             ATTORNEYS AT LAW

                            DENVER TECH CENTER
                  7720 EAST BELLEVIEW AVENUE, SUITE 200
                        ENGLEWOOD, COLORADO 80111

                              (303) 779-5900
                         Facsimile (303) 779-6006



                                                           DAVID J. BABIARZ

                               May 21, 1999



     Full Tilt Sports, Inc.
     5525 Erindale Drive, Suite 200
     Colorado Springs, Colorado 80918

          Re:  Registration Statement on Form S-8 (SEC File No. 33____)
               Covering Public Offering of 2,680,000 Shares of Common Stock.
               -------------------------------------------------------------

     Gentlemen:

          We have acted as counsel to Full Tilt Sports, Inc., a
     Colorado corporation (the "Company"), in connection with the
     registration by the Company of aggregate of 2,680,000 shares of
     Common Stock, par value $.001 per share, reserved for issuance
     under the Company's Non-Qualified Stock Option and Stock Grant
     Plan (the "Plan") and under the Consultant Agreement with
     Majestic West Custom Embroidery and Screenprinting , all as more
     fully set forth in the Registration Statement on Form S-8 to be
     filed by the Company on May 24, 1999.

          In such capacity, we have examined, among other documents,
     the Articles of Incorporation, as amended, Bylaws and minutes of
     meetings of its Board of Directors and shareholders and the Plan.

          Based on the foregoing, and subject to such further
     examinations as we have deemed relevant and necessary, we are of
     the opinion that:

          1.   The Company is a corporation duly organized and validly
     existing under the laws of the State of Colorado.

          2.   The Common Shares have been duly  authorized under the
     Articles of Incorporation, as amended, of the Company and the
     Common Shares to be issued under the Plan, when issued under the
     Plan, will be duly and validly issued, full paid and
     nonassessable.




          We hereby consent to the use of our name and to the
     references to Overton, Babiarz & Sykes, P.C. beneath the caption
     "Opinion of Counsel" in the Prospectus forming a part of the
     Registration Statement and to the filing of a copy of this
     opinion as Exhibit No. 5 thereto.

                                   Sincerely,

                                   /s/ Overton, Babiarz & Sykes, P.C.
                                   OVERTON, BABIARZ & SYKES, P.C.






                           EXHIBIT 23.a

                Consent of Kish, Leake & Associates