[THE LEBRECHT GROUP, APLC LETTERHEAD]



                                October 28, 2002



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 48,500,000 shares of
Company  common  stock  issuable  under the E-Rex, Inc. 2002 Non-Qualified Stock
Grant  and  Option  Plan.

     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 October
28,  2002  (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
issued,  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