EX-5

                         OPINION RE: LEGALITY

                          James DeOlden, Esq.
                      Law Offices of James DeOlden
                      18300 Von Karman, Suite 710
                       Irvine, California 92612
                          (949) 809-2118


December 28, 2001


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

Re:  Next Generation Media Corp. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Next Generation Media Corp., a Nevada
corporation ("Company"), in connection with its Registration Statement
on Form S-8 relating to the registration of three million (3,000,000)
shares of its common stock ("Shares"), $0.001 par value per Share, which
are issuable pursuant to the Company's Employee Stock Incentive Plan,
and the registration of three million (3,000,000) Shares which are
issuable pursuant to the Company's Retainer Stock Plan for Non-Employee
Directors and Consultants.

In my representation I have examined such documents, corporate
records, and other instruments as have been provided to me for the
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 Nevada, 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 Nevada.

     (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 laws of Nevada.  I express
no opinion as to the laws of any other jurisdiction.

                               Sincerely,


                              /s/  James DeOlden
                              James DeOlden, Esq.