Law Offices of

                                                         Neil J. Beller, LTD.
                              2345 Red Rock Street

                                    Suite 301

                                Las Vegas, 89102

January 4, 2000



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

Washington, D.C. 20549

Dear Sir/Madam:

     We have  acted as  counsel  to  CDMEMORIES.COM,  Inc a  Nevada  corporation
("Company"), in connection with its Registration Statement on Form SB-2 relating
to the registration of 3,109,375 shares of its common stock  ("Shares"),  $0.001
par value per Share, at a maximum offering price of $0.32 per Share.

     In our  representation we 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
Bylaws of the Company.

     Based  upon the  foregoing,  it is our  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.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.

Sincerely,


                                            /s/  Neil J. Beller
                                            Neil J. Beller, LTD.