Exhibit 5.1

                                 STEPP LAW GROUP

April 30, 2002

Providential Holdings, Inc.
8700 Warner Avenue
Fountain Valley, CA 92708

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Providential  Holdings,  Inc., a Nevada  corporation
(the  "Company"),  and in such capacity  have examined the form of  Registration
Statement on Form S-8 ("Registration Statement") to be filed with the Securities
and Exchange  Commission  ("Commission")  by the Company in connection  with the
registration  pursuant to the  Securities  Act of 1933, as amended  ("Act"),  of
3,000,000 shares of common stock,  $.04 par value per share, to be issued by the
Company (the  "Shares").  The Shares  shall be issued  pursuant to the terms and
conditions of the Business  Consultant  Agreement with Min Duk Hyun, attached as
Exhibit 10.1 to this Registration Statement.

In rendering  the following  opinion,  we have examined and relied upon only the
following documents described below. In our examination, we have assumed (i) the
genuineness of all signatures; (ii) the authenticity,  accuracy and completeness
of the documents  submitted to us as originals;  and (iii)  conformity  with the
original  documents of all documents  submitted to us as copies. Our examination
was limited to the following documents and no others:

     1.   The Articles of Incorporation of the Company;
     2.   The Bylaws of the Company, as amended to date; and
     3.   The Registration Statement.

We have not undertaken,  and shall not undertake, any independent  investigation
beyond such documents,  or to verify the adequacy or accuracy of such documents.
Based upon the  foregoing,  and relying  solely  thereon,  and assuming that the
Shares  will be  issued  on the  terms  and  subject  to the  conditions  of the
Registration  Statement  and the  Agreement,  it is our opinion that the Shares,
when issued,  subject to the  effectiveness  of the  Registration  Statement and
compliance  with  applicable  securities and other laws of any province or other
jurisdiction  in  which  the  Shares  will be  offered  and  sold,  will be duly
authorized, validly issued and non-assessable.

We express no opinion as to compliance with the securities laws or other laws in
any foreign jurisdiction in which the Shares are proposed to be offered and sold
and as to the effect, if any, which  non-compliance with such laws might have on
the validity of issuance of the Shares.

We  consent  to the  use of  this  opinion  as an  exhibit  to the  Registration
Statement.  In giving this  consent,  we do not hereby  admit,  and, in fact, we
hereby deny,  that we are in the category of persons  whose  consent is required



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pursuant to Section 7 of the Act or the rules and  regulations of the Commission
pursuant thereto.

Other than as provided herein, this opinion (i) is addressed solely to you, (ii)
may not be relied  upon by any other  party,  (iii)  relates  only to matters of
United States federal securities law and nothing in this opinion shall be deemed
to imply any opinion related to the laws of any other jurisdiction, (iv) may not
be quoted or reproduced or delivered by you to any other person, and (v) may not
be relied upon for any other purpose  whatsoever.  Nothing in this opinion shall
be deemed to relate to or  constitute  an opinion  concerning  any  matters  not
specifically set forth above.

The Company is hereby advised, urged and encouraged to retain securities counsel
in each  jurisdiction  outside  the  United  States in which the  Shares  may be
offered  and  sold  regarding  compliance  with  the  securities  laws  of  such
jurisdiction.

This opinion is as of the date of this letter.

Sincerely,

STEPP LAW GROUP


By: Thomas E. Stepp, Jr.





























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