EXHIBIT 5.1 and 23.2

May 10, 2002

Board of Directors
DIGITALROOSTER.COM LIMITED
366 Bay Street, 12th Floor
Toronto, Ontario, Canada M5H 4B2

Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed by you with the  Securities  and Exchange  Commission  on or about May 13,
2002, in connection with the  registration  under the Securities Act of 1933, as
amended,  of 9,000,000  shares of the Company's  Common Stock,  par value $0.001
(exclusive of any securities  associated  therewith,  the "Stock") to be sold by
you pursuant to the Company's  Employee/Consultant Stock Compensation Plan. (the
"Plan").

As your counsel,  we have examined the proceedings  relating to and action taken
by you in connection with the adoption of the Plan.

It is our opinion that the 9,000,000  shares of the Stock that may be issued and
sold by the  Company  pursuant  to the Plan,  when issued and sold in the manner
provide in the Plan, will be validly issued, fully-paid and non-assessable.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement  and  further  consent  to all  references  to us in the  Registration
Statement and any  amendments  thereto.  In providing  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 Commission thereunder.

Very truly yours,




/s/ Mintmire & Associates
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MINTMIRE & ASSOCIATES