MONEESH K. BAKSHI
                            Counselor & Attorney at Law
                           135 North Street - 3rd Floor
                           Middletown, New York  10940
                                (914) 341-1124



                                March  14,  2000

Board of Directors
Wamex Holding, Inc.
3040 Nostrand Avenue
Marine Park, New York  11229

Gentlemen:

This  opinion  letter  is  submitted  to  you  in  conformance  with Item 601 of
Regulation  S-B  of  the  Securities and Exchange Commission with respect to the
registration on Form S-8 (the "Registration Statement") by Wamex Holdings, Inc.,
a  New York corporation (the "Company") of 285,000 shares of Common Stock, $.012
par  value  per share (the "Shares") to be issued to Vi Bui, Edward H. Burnbaum,
M.  Richard  Cutler,  Brian  A.  Lebrecht,  Magnus  Tillerby and Prudential
Overseas Company, Ltd.

We  have  examined  the original, certified, confirmed, photostatic, electronic,
facsimile  or  other forms of such corporate records, resolutions, certificates,
authorizations or other documents as we have considered relevant to our opinion.
In  all  such examinations, we have assumed the genuineness of all signatures on
original  documents  and  the conformity to originals and certified documents of
all  copies  submitted  to us as conformed, photostatic, electronic or facsimile
copies.  In reviewing corporate records and other documents, we have assumed the
accuracy  of those records and documents.  We have consulted with such officers,
directors,  employees,  and  advisors  of  the Company in regard to questions of
material  fact  as  we  have considered relevant to our opinion, and have relied
upon the accuracy and completeness of the statements and representations of such
persons.  We  have  examined  such  laws,  statutes,  judicial or administrative
decrees,  interpretations  and  opinions,  and  such  other  sources  as we have
considered  material  to  the  legal  issues  relevant  to  our  opinion.

Based  upon  and  in  reliance  on the foregoing, we are of the opinion that the
Shares  have  been duly authorized for issue and that the Shares, when issued as
authorized by the Board of Directors of the Company, will be duly authorized and
validly  issued,  fully  paid  and  non-assessable.

We  hereby  consent  to the inclusion of this opinion letter in the Registration
Statement  to  be  filed  with  the  Securities  and  Exchange  Commission.

Respectfully,

/s/  Moneesh K. Bakshi

Moneesh K. Bakshi, Esq.