CHAPMAN & FLANAGAN, LTD.
                   A Professional Legal Corporation


Daniel G. Chapman                                       Herbert M. Jacobi*
Sean P. Flanagan                                          Of Counsel
                                                       * Not licensed
                                                         in Nevada



                           November 8, 2000
Board of Directors
Playandwin, Inc.
7050 Weston Rd.
Vaughn, Ontario, Canada
L4L 8G7

Gentlemen;

We   have  acted  as  securities  counsel  for  Playandwin,  Inc.  (the
"Company"). You have asked us to render this opinion to the Company.

You have advised that:

  1.    The Company is current in its reporting responsibilities to the
     Securities  and Exchange Commission as mandated by the  Securities
     Exchange Act of 1934, as amended
2.   The following individuals have acted and will continue to act as
legal counsel on behalf of the Company:
          Deanne G. Ofsink
          Herbert M. Jacobi
          Daniel G. Chapman
          Sean P. Flanagan
          Louie Sopov

  3.    In their capacities as consultants, the above-named individuals
     have  provided bona-fide services to the Company which are not  in
     relation  to  the offer or sale of securities in a capital-raising
     transaction, and which did not either directly or indirectly promote or
     maintain a market for the Company's securities.
4.   The Company has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of the
Company.
5.   The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors of the
Company. These shares shall be registered pursuant to a Registration
Statement on Form S-8 and may be issued without restrictive legend.

We  have  read such documents as have been made available  to  us.  For
purposes  of  this  opinion, we have assumed the authenticity  of  such
documents.



2080 East Flamingo Road, Suite 112  Las Vegas, Nevada 89119  (702) 650-
                    5660  Facsimile (702) 650-5667

Chapman & Flanagan, Ltd.
Attorneys at Law

Board of Directors

November 8, 2000
Page -2-



Based  on  the accuracy of the information supplied to us,  it  is  our
opinion  that the Company may avail itself of a Registration  Statement
on  Form S-8, and is qualified to do so. It is our further opinion that
the  above-named  individuals are proper persons qualified  to  receive
shares which are registered in a Registration Statement on Form S-8.

We  consent  to  the  use of this letter in the Registration  Statement
filed on Form S-8.

Sincerely,


/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.