Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544


December 18, 2000


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  3 Si Holdings, Inc. - Form SB-2

Dear Sir/Madame:

I have acted as counsel to 3 Si Holdings, Inc., a Wyoming
corporation ("Company"), in connection with its Registration
Statement on Form SB-2 relating to the registration of 50,000,000
shares of the Company's common stock ("Shares"), $0.01 par value
per Share.

In my representation I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion
that the Company is duly organized and validly existing as a
corporation under the laws of the State of Wyoming, and that the
Shares, when issued and sold, will be validly issued, fully paid,
and non-assessable.


My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the
time of each issuance and sale of the Shares, the Company will be
a corporation validly existing and in good standing under the laws
of the State of Wyoming.

(b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as
copies and the authenticity and completeness of the originals of
all documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on behalf
of the parties thereto other than the Company, and the due
authorization, execution and delivery of all documents by the
parties thereto other than the Company.  As to matters of fact
material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given and
to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Wyoming
Statutes.  I express no opinion as to the laws of any other
jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.