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EXHIBIT 5.1
WEED & CO. L.P.
CAPITAL FORMATION - BUSINESS STRATEGY - LEGAL AFFAIRS
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087
EMAIL: SPECIALPROJECTCOUNSEL@MSN.COM
WRITER'S DIRECT NUMBER
(949) 475-7730
July 21, 2000
Board of Directors
MediaX Corporation
3455 La Cienega Boulevard, Building C
Los Angeles, CA 90016
Re: Form SB-2
Greetings:
I have acted as a legal counsel for MediaX Corporation a Nevada corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, (the "Act") of a registration statement on Form SB-2 (the
"Registration Statement"), relating to the offer and sale of 2,926,584 shares of
common stock, $.0001 par value (the "Common Stock").
As counsel for the Company, I have examined the Company's articles of
incorporation, bylaws, minute book, and certain other corporate records. For the
purpose of the opinions expressed below, I have also examined the Registration
Statement on Form SB-2 to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, covering the Common Stock in this
offering.
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada, the
jurisdiction of its incorporation.
2. The Common Stock will, when sold, be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.
Very truly yours,
/s/ RICHARD O. WEED
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Richard O. Weed
Managing Director/Special Projects