EXHIBIT
                                                                         5.5




                                   OPINION OF

                          H. MELVILLE HICKS, JR., ESQ.




                             H. MELVILLE HICKS, JR.
                          Attorney and Counselor at Law
                          551 Fifth Avenue, Suite 1625
                            New York, New York 10176
                                 (212) 655-5944
                               Fax (212) 655-5943


                                                                     May 6, 2002

J-Bird Music Group, Ltd.
396 Danbury Road
Wilton, CT  06897

Ladies and Gentlemen:

         You have requested my opinion as counsel for the J-Bird Music Group,
Ltd., a Pennsylvania corporation (the "Registrant"), in connection with the
registration under the 1933 Act of 1933, as amended, and the Rules and
Regulations promulgated thereunder, and the public offering by the selling
shareholder (the "Selling Shareholders") named in the Registrant's Registration
Statement on Form S-8, to be filed with the Securities and Exchange Commission
on or about May 7, 2001 (the "Registration Statement"), of an aggregate of
670,000 shares of Common Stock of the Registrant, $.001 par value per share,
currently issued and outstanding in the name of the Selling Shareholders (the
"Shares").

         I have examined the Registration Statement in the form to be filed with
the Securities and Exchange Commission, the Certificate of Incorporation of the
Registrant as certified by the Secretary of State of the State of Pennsylvania,
the Bylaws and the minute books of the Registrant as a basis for the opinion
hereafter expressed.

         In addition to the above, I have also examined such other documents and
records and have made such further investigations as I have deemed necessary for
the purpose of rendering the opinion set forth in this letter. In making such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity of authentic
originals of all documents submitted to me as certified or photostat copies. As
to various questions of fact material to this opinion. I have relied upon
statements of officers of the Registrant.

         Based on the foregoing examination, it is my opinion, and I so advise,
that the 670,000 Shares currently are, and upon sale in the manner described in
the Registration Statement will be, legally issued, fully paid and
nonassessable.




         This opinion is furnished solely for use in connection with the
issuance of the Shares pursuant to the Registration Statement.

         I consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                                   Very truly yours,
                                                   s/ H. Melville Hicks, Jr.
                                                   -------------------------
                                                   H. Melville Hicks, Jr.