1


                                                                     EXHIBIT 5.1

                              Opinion re: legality

                                 WEED & Co. L.P.
                        4695 MacArthur Court, Suite 1450
                         Newport Beach, California 92660
                            Telephone (949) 475-9086
                            Facsimile (949) 475-9087


                                February 6, 2001



Board of Directors
MediaX Corp.
3455 La Cienega Boulevard, Building C
Los Angeles, California 90016

        RE: Opinion of Counsel

Greetings:

        I have acted as counsel to MediaX Corporation ("MediaX") in connection
with the registration under the Securities Act of 1933, as amended, of 1,059,322
shares of MediaX's common stock and 1,059,322 shares of MediaX's common stock
underlying warrants, par value $.0001 per share, to be sold by MediaX upon the
terms and subject to the conditions set forth in MediaX's registration statement
on Form SB-2 (the "Registration Statement").

        In connection therewith, I have examined copies of MediaX's Certificate
of Incorporation, Bylaws, the corporate proceedings with respect to the offering
of shares, and such other documents and instruments as I have deemed necessary
or appropriate for the expression of the opinions contacted herein. In such
examination, I have assumed the genuineness of all signatures, the authenticity
and completeness of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as copies and the
correctness of all statements of fact contained in such documents.

        Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the shares to be sold by
means of the Registration Statement, when sold in accordance with the terms and
conditions set forth in the Registration Statement, will be duly and validly
issued, fully paid and non-assessable.

                                            Very truly yours,

                                            /s/ Richard O. Weed
                                            -----------------------------
                                            Richard O. Weed