Exhibit 5.1

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


                                                                October 27, 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 an aggregate of
18,800,000 shares, par value $0.001 per share (the "Shares"), for issuance
pursuant to various agreements between the Company and various individuals as
set forth in the registration statement.

         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
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,

                                                /s/ Michael S. Krome

                                                Michael S. Krome