EXHIBIT 5.1

May 7, 2004

SeaLife Corporation
5601 W. Slauson Ave.
Culver City, California 90230

Re:   Issuance of SeaLife Corporation Shares
      Pursuant to Consulting Contract

To Whom It May Concern:

We have acted as counsel for SeaLife Corporation, a Delaware corporation (the
"Company") in conjunction with the preparation of a Form S-8 registration
statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to 80,000 shares of the Company's common stock,
$0.0001 par value  (the "Common Stock"), issued or to be issued pursuant to the
terms of a certain Compensation Contract (hereinafter referred to as the
"Plan").

We have examined originals or copies of: (i) the Plan Compensation Contract;
(ii) the Form S-8 registration statement; (iii) resolutions of the Company's
Board of Directors relating to the Plan; and (iv) such other documents,
affidavits and records as we have deemed necessary to enable us to render this
opinion.

In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies and the authenticity of the originals of such copies.  We note in passing
that our principle partner, Donald G. Davis, will be a recipient of 30,000 of
the shares to be issued and registered on the aforesaid S-8 Registration
Statement.

Based upon the foregoing, subject to the assumptions stated above and relying on
the statements of fact contained in the documents that we have examined, we are
of the opinion that:

The Common Stock, when issued and paid for in the manner set forth, will be
validly issued, fully paid and nonassessable, and no personal liability will
attach to the ownership thereof.

We are admitted to practice in the State of California, and are not admitted to
practice in the State of Delaware.  However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of Delaware (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation.  This opinion letter is limited to the laws of the State
of California and, to the extent set forth above, the DGCL, as such laws
presently exist and to the facts as they presently exist.  We express no opinion
with respect to the effect or applicability of the laws of any other
jurisdiction.  We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

We consent to the filing of this opinion as an exhibit to the Form S-8
registration statement, and to the use of our name wherever it appears in said
registration statement. In giving our consent, we do not consider that we are
"experts" within the meaning of such term as used in the Securities Act of 1933,
as amended (the "Act"), or the rules and regulations of the SEC issued
thereunder, with respect to the registration statement, or with respect to this
Opinion, as an Exhibit or otherwise, nor do we consider ourselves within the
category of persons whose "consent" is required by Section 7 of said Act.


/s/ The Law Offices of Davis & Associates, Inc.
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    THE LAW OFFICES OF DAVIS & ASSOCIATES, INC.