[THE LEBRECHT GROUP, APLC LETTERHEAD]



                                November 27, 2001


E-Rex,  Inc.
11645  Biscayne  Boulevard,  Suite  210
Miami,  FL  33180

Ladies  and  Gentlemen:

     You  have  requested  our  opinion  as  counsel  for  E-Rex, Inc., a Nevada
corporation  (the  "Company")  in  connection  with  the  registration under the
Securities  Act  of  1933, as amended, and the Rules and Regulations promulgated
thereunder,  and the public offering by the Company of up to 6,000,000 shares of
Company common stock issuable to employees, consultants and legal counsel of the
Company, plus an indeterminate amount of securities to be acquired upon exercise
of  warrants  issued  to  employees  and  consultants  of  the  Company.

     We  have  examined  the Company's Registration Statement on Form S-8 in the
form  to  be  filed  with  the  Securities  and  Exchange Commission on or about
November  27, 2001 (the "Registration Statement").  We further have examined the
Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a
basis  for  the  opinion  hereafter  expressed.

     Based  on  the  foregoing  examination,  we  are  of the opinion that, upon
issuance  and  sale  in  the manner described in the Registration Statement, the
shares  of  common  stock  covered by the Registration Statement will be legally
issues,  fully  paid,  and  nonassessable.

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


                         Sincerely,

                         /s/  The  Lebrecht  Group,  APLC

                         The  Lebrecht  Group,  APLC