[Moomjian & Waite, LLP Letterhead]

                                                                January 30, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20006

                  Re:   Dwango North America Corp.
                        Registration Statement on Form SB-2

Dear Sirs/Madams:

      We have  acted  as  counsel  for  Dwango  North  America  Corp.,  a Nevada
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of 1933, as amended,  of an aggregate of 13,695,247  shares (the
"Shares") of the common stock,  par value $.001 per share (the "Common  Stock"),
of the Company, to be offered and sold by certain securityholders of the Company
(the "Selling  Securityholders").  In this regard,  we have  participated in the
preparation  of  a  Registration  Statement  on  Form  SB-2  (the  "Registration
Statement") relating to the Shares. The Shares include an aggregate of 8,113,498
shares (the  "Underlying  Shares") of Common  Stock  issuable  upon  exercise of
outstanding  warrants and upon the conversion of convertible notes (collectively
the "Derivative Securities") of the Company.

      We are of the opinion that (a) the Shares  issued and  outstanding  on the
date hereof are duly authorized,  legally issued,  fully paid and non-assessable
and (b) the Underlying Shares, upon issuance in accordance with the terms of the
respective Derivative Securities, will be duly authorized, legally issued, fully
paid and non-assessable.

      We hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Matters" in the Registration Statement and in the Prospectus included therein.

                                        Very truly yours,


                                        /s/ Moomjian & Waite, LLP
                                        ----------------------------------------
                                        Moomjian & Waite, LLP