CUDD & ASSOCIATES
                       12441 West 49th Avenue, Suite #1-A
                           Wheat Ridge, Colorado 80033
Telephone: (303) 861-7273      FAX: (303) 861-7560     E-mail: pcudd@cuddlaw.com

                                November 29, 2002







Board of Directors
The Dealer Sheet, Inc.
7858 East Long Place
Centennial, Colorado  80112

Dear Mr. Lee and Ms. Flowers:

     I have acted as counsel to The Dealer Sheet,  Inc., a Colorado  corporation
(the  "Company"),  in connection with the  Registration  Statement on Form SB-1,
including  all pre- or  post-effective  amendments  thereto  (collectively,  the
"Registration Statement"),  which Registration Statement is being filed with the
U.S. Securities and Exchange Commission under Section 5 of the Securities Act of
1933 on or about  the date  hereof.  The  Registration  Statement  relates  to a
maximum of 2,000,000 shares (the "Shares") of common stock,  $.001 par value per
share, being offered by the Company.

     In connection with this opinion,  I have examined the Company's Articles of
Incorporation;   the  Company's  Bylaws;  minutes  of  the  Company's  corporate
proceedings and unanimous written consents in lieu thereof, as made available to
me by the sole executive officer and director of the Company; executed copies of
such Registration Statement, and all exhibits thereto in the form filed with the
Commission;  and such matters of law deemed  necessary by me in order to deliver
the within opinion.

     In the course of my  examination,  I have  assumed the  genuineness  of all
signatures,  the  authenticity  of all  documents  submitted  to me as  original
documents, the conformity to original documents of all documents submitted to me
as certified or  photostatic  copies and the due  execution  and delivery of all
documents   where  due  execution  and  delivery  are  a  prerequisite   to  the
effectiveness  thereof.  As to  certain  factual  matters,  I have  relied  upon
information  furnished to me by the sole  executive  officer and director of the
Company.

     On the basis of the foregoing,  and solely in reliance thereon, I am of the
opinion that the Shares have been duly authorized and, upon effectiveness of the
Registration  Statement by order of the Securities  and Exchange  Commission (or
upon the  twentieth  day  following  the filing of an amendment  indicating  the
intention  to become  effective by operation of the terms of Section 8(a) of the
Securities Act of 1933) and the necessary state securities  authorities and upon












Board of Directors
The Dealer Sheet, Inc.
November 29, 2002
Page 2


delivery of the Shares to  subscribers  against  payment  therefor in the manner
described in the Registration Statement, the Shares have been or will be validly
issued, fully-paid and nonassessable.

     I hereby  consent  to the  filing  of this  letter  as  Exhibit  (5) to the
Registration  Statement  and to  the  reference  to  Cudd  &  Associates  in the
Registration Statement.

                                               Very truly yours,

                                               CUDD & ASSOCIATES

                                               /s/ Patricia Cudd

                                               Patricia Cudd

PC:das