Stoecklein Law Group, a Professional Corporation

                   Practice Limited to Federal Securities


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January 10, 2002


Board of Directors
Royal Phoenix
4180 S. Sandhill Rd., Suite B-9
Las Vegas, Nevada 89121


Ladies and Gentlemen:

I  have  acted  as  counsel  to  Royal Phoenix, a  Nevada  corporation  ("the
Company"),  in  connection with a Registration Statement on Form  SB2  to  be
filed by the Company with the Securities and Exchange Commission pursuant  to
the  Securities  Act  of 1933 (the "Act"). The Registration  relates  to  the
proposed registration of 250,000 shares (the "Shares") of common stock, $.001
par value per share (the "Common Stock") of the Company.

In  that  connection,  I  have examined originals,  or  copies  certified  or
otherwise  identified  to  my  satisfaction,  of  such  documents,  corporate
records,  certificates  and other documents as I  have  deemed  necessary  or
appropriate  for the purposes of this opinion, including the  following:  (a)
the  Certificate of Incorporation and By-Laws of the Company, as amended; and
(b) resolutions adopted by the Board of Directors of the Company at a meeting
held on June 5, 2001.

For  purposes  of  this  opinion,  I have assumed  the  authenticity  of  all
documents  submitted to me as originals, the conformity to the  originals  of
all  documents  submitted  to  me as copies,  and  the  authenticity  of  the
originals of all documents submitted to me as copies. I have also assumed the
genuineness of the signatures of persons signing all documents in  connection
with which this opinion is rendered, the authority of such persons signing on
behalf  of the parties thereto other than the Company, and due authorization,
execution and delivery of all documents by the parties thereto other than the
Company.

Based  on  such foregoing, I am of the opinion that the Shares, upon issuance
under  the  terms of the SB2, will have been duly authorized and are  validly
issued, fully paid, and non-assessable.



This  opinion  letter has been prepared for your use in connection  with  the
Registration  Statement  and  speaks as of  the  date  hereof.

We  hereby  consent to the filing of this opinion, or copies thereof,  as  an
exhibit to the Registration Statement and to the statement made regarding our
firm  under  the  caption "Legal Matters" in the prospectus included  in  the
Registration Statement. In giving this consent, we do not thereby admit  that
we are within the category of persons whose consent is required under Section
7  of  the  Securities  Act  of  1933 or the rules  and  regulations  of  the
Securities and Exchange Commission thereunder.



Yours truly,



Donald J. Stoecklein

CcRoyal Phoenix