OPINION OF MICHAEL S. KROME
Exhibit 5.1

                             Michael S. Krome, Esq.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755
                                 (631) 737-8381

                                                                    June 9, 2004


Robert Bamberry, President
Marx Toys and Entertainment Corp.
101 South 15th Street
Sebring, Ohio  44672

Dear Sirs:

         You have  requested  an opinion  with  respect  to  certain  matters in
connection with the filing by Marx Toys and Entertainment Corp., (the "Company")
of a Registration Statement on Form S-8 (the "Registration  Statement") with the
Securities  and  Exchange  Commission,  covering the  registration  of 2,500,000
shares,  par value $0.001 per share (the  "Shares"),  for  issuance  pursuant to
various  agreements  between the Company and the holders of the shares specified
below.

         The shares to be covered by the Form S-8 include:

         1.       2,500,000 shares of common stock to be issued to Edward Meyer,
                  Jr., pursuant to the Letter Agreement between the parties.

         In connection  with this opinion,  we have examined and relied upon the
Company's  Amended  Articles of  Incorporation  and By-Laws,  the Minutes of the
Meetings of the Board of Directors of the Company as well as the  originals  and
copies, certified to my satisfaction,  of such records,  documents certificates,
memoranda and other  instruments  as in my judgment are necessary or appropriate
to enable  me to render  the  opinion  contained  herein.  We have  assumed  the
genuineness  and  authenticity  of all  documents  submitted as  originals,  the
conformity to the originals of all documents  submitted to me as copies  thereof
and the due execution,  delivery or filing of documents,  where such  execution,
delivery or filling are a prerequisite to the effectiveness thereof.

         We have also reviewed the previous filings of the Company,  and for the
purposes of this  opinion  have relied upon the  representations  of the Company
that it is current in its filings  and that the  filings  are true and  accurate


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representations  of the state of the Company when the documents  were filed.  In
addition,  it has been represented by the  shareholders  being issued shares and
states in any agreements,  that none of the shares are being issued for services
in connection  with any offer or sale of  securities in a capital  raising or to
directly or indirectly maintain a market for the securities of the Company.

         On the basis of the foregoing,  and in reliance thereon,  we are of the
opinion  that the  Shares,  when  issued  in  accordance  with the  Registration
Statement and the Consulting Agreement,  or Retainer Agreement,  will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and do not need to bear a restrictive legend upon them.

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

                                        Very truly yours,


                                        Michael S. Krome