EXHIBIT 5.1

                    SICHENZIA ROSS FRIEDMAN FERENCE LLP
                     1065 Avenue of the Americas, 21st Flr.
                               New York, NY 10018
                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

                                December 8, 2004

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

RE:      MEDIAWORX, INC.
         FORM SB-2 REGISTRATION STATEMENT (FILE NO. 333-114082)
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Ladies and Gentlemen:

         We refer to the  above-captioned  registration  statement  on Form SB-2
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"),  filed by Mediaworx,  Inc., a Wyoming corporation (the "Company"),  with
the Securities and Exchange Commission.

         We have examined the originals, photocopies,  certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and other  documents  as we have  deemed  relevant  and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

         Based on our  examination  mentioned  above, we are of the opinion that
the 18,229,762 shares of common stock,  $.005 par value,  being sold pursuant to
the  Registration  Statement are duly authorized and will be, when issued in the
manner  described in the  Registration  Statement,  legally and validly  issued,
fully paid and non-assessable under the laws of the State of Wyoming,  including
statutory  provisions,   all  applicable  provisions  under  the  Wyoming  state
constitution, and reported judicial decisions interpreting those laws.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the  Act,  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission.

/s/ Sichenzia Ross Friedman Ference LLP
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    Sichenzia Ross Friedman Ference LLP