EXHIBIT 5


                                 JAMES N. BARBER
                                 Attorney at Law
                            Suite 100, Bank One Tower
                                50 West Broadway
                            Salt Lake City, UT 84101
Telephone:  (801)  364-6500
Fax:  (801)  364-3406

                                December 30, 2001

Securities  and  Exchange  Commission
Division  of  Corporation  Finance
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

     Re:  Flexxtech  Corporation

Dear  Sir  or  Madam:
     I  have  acted  as  counsel for Flexxtech Corporation, a Nevada corporation
(Flexxtech) in connection with its registration statement on Form SB-2 under the
Securities  Act  of 1933, as amended (the "Act") relating to the registration of
over  30,000,000 shares of its common stock, no par value per share, pursuant to
Rule  415  of Regulation C under the Act at offering prices to be established by
the market price of Flexxtech Shares.  In my representation I have examined such
documents,  corporate  records, and other instruments as I have deemed necessary
or  appropriate for purposes of this opinion, including, but not limited to, the
Articles  of  Incorporation  and By-laws of the Company, actions by the Board of
Directors,  and  other  relevant  documents.

     Based  upon my examination of relevant documents, it is my opinion that the
Company  is  duly organized and validly existing as a corporation under the laws
of  the  State  of  Nevada  and  that  the Shares, when sold and issued, will be
validly  authorized  and issued, fully paid, and non-assessable common shares of
Flexxtech  Corporation.

     I  hereby  consent  to  the  use  of  this  opinion  as  an  exhibit to the
Registration  Statement.

     Sincerely,
     /s/  James  N.  Barber
     James  N.  Barber