EXHIBIT 5

                          CONSENT OF HOGE, EVANS, HOLMES,
                             CARTER & LEDBETTER, PLLC,
                          ATTORNEYS AND COUNSELORS AT LAW

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            HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC
                      ATTORNEYS AND COUNSELORS
                           HAMPTON COURT
                            SUITE 600
                          4311 OAKLAWN
                      DALLAS, TEXAS 75219
                   ---------------------------


  Steven B. Holmes
  Licensed In                                           TELEPHONE (214) 765-6000
  Texas and Oklahoma                                   TELECOPIER (214) 765-6020
                                                   E-MAIL SHOLMES@LEGALTEXAS.COM



                                                  October 4, 1999


Board of Directors
CyberGuide Online, Inc.
4300 Horizon N. Parkway
Suite 915
Dallas, Texas 75287


         Re:      CyberGuide Online, Inc.
                  Registration Statement on Form SB-2

Gentlemen:

         We have been retained by  CyberGuide  Online,  Inc. (the  "Company") in
connection with the  Registration  Statement (the  "Registration  Statement") on
Form  SB-2,  to be  filed  by the  Company  with  the  Securities  and  Exchange
Commission  relating to the  offering of  securities  of the  Company.  You have
requested  that we  render  our  opinion  as to  whether  or not the  securities
proposed to be issued on terms set forth in the  Registration  Statement will be
validly issued, fully paid, and nonassessable.

         In connection with the request, we have examined the following:

         1.       Articles of Incorporation of the Company;

         2.       Bylaws of the Company;

         3.       The Registration Statement; and

         4. Unanimous consent resolutions of the Company's Board of Directors.

         We have  examined such other  corporate  records and documents and have
made such other examinations as we have deemed relevant.



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HOGE, EVANS, HOLMES, CARTER & LEDBETTER, PLLC  ---------------------------------


CyberGuide Online, Inc.
Board of Directors
October 4, 1999
Page 2

         Based  on  the  above  examination,  we are of  the  opinion  that  the
securities of the Company to be issued  pursuant to the  Registration  Statement
are validly  authorized  and, when issued in accordance with the terms set forth
in the  Registration  Statement,  will be validly  issued,  and fully paid,  and
non-assessable under the corporate laws of the State of Texas.

         We  consent to our name being  used in the  Registration  Statement  as
having rendered the foregoing  opinion and as having  represented the Company in
connection with the Registration Statement.


                                        Sincerely,
                              HOGE, EVANS, HOLMES, CARTER & LEDBETTER PLLC

                               /s//Steven B. Holmes

                                Steven B. Holmes