EXHIBIT 5.1

                         [WOODBURN AND WEDGE LETTERHEAD]



                                                                  August 2, 2004




Riddle Records, Inc.
9595 Wilshire Blvd., Suite 700
Beverly Hills, CA  90212

Re:   Registration Statement on Form SB-2
      Registration for resale of 8,000,000 shares of Common
      Stock

Dear Sirs:

     We have acted as special Nevada counsel for Riddle Records,  Inc., a Nevada
corporation (the "Company") in connection with a registration  statement on Form
SB-2 (the  "Registration  Statement")  filed with the  Securities  and  Exchange
Commission  (the  "SEC")  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act") (File No.  333-105237) in connection with the registration for
resale of 8,000,000 shares (the "Shares") of common stock, $0.001 par value (the
"Common  Stock"),  of  the  Company,  which  may  be  sold  by  certain  selling
stockholders from time to time.

     For purposes of this opinion, we have examined the Registration  Statement,
the  Company's  Articles  of  Incorporation,  as amended,  and  Bylaws,  and the
corporate action of the Company that provides for the issuance of the Shares and
we have made such other  investigation  as we have deemed  appropriate.  We have
examined and relied upon  certificates  of public  officials  and, as to certain
matters  of fact that are  material  to our  opinion,  we have also  relied on a
certificate of an officer of the Company. In rendering our opinion, we also have
made the assumptions that are customary in opinion letters of this kind. We have
not verified any of those assumptions.





Riddle Records, Inc.
August 2, 2004
Page 2


     Our opinion set forth  below is limited to the General  Corporation  Law of
the  State  of  Nevada,  Nevada  Revised  Statutes  Chapter  78,  including  the
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting those laws.

     On the basis of the foregoing,  it is our opinion that the Shares of Common
Stock are validly  issued,  fully paid and  non-assessable  shares of the Common
Stock of the Company.

     We consent to the use of our name under the caption "Legal  Matters" in the
Prospectus,  constituting part of the Registration Statement,  and to the filing
of this opinion as an exhibit to the Registration Statement.

     By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration  Statement or Prospectus within the
meaning of the term expert as used in Section 11 of the  Securities  Act, or the
rules and regulations promulgated thereunder by the SEC, nor do we admit that we
are in the category of persons whose consent is required  under Section 7 of the
Securities Act.

                                         Very truly yours,

                                         WOODBURN AND WEDGE



                                         By: /s/ John P. Fowler
                                            ------------------------------------
                                                 John P. Fowler

JPF:bm