EXHIBIT 5.1

                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                  1065 AVENUE OF THE AMERICAS NEW YORK NY 10018
            TEL 212 930 9700 FAX 212 930 9725 EMAIL: INFO@SRFLLP.NET

                                                               November 24, 2004

VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

      RE:   CONSPIRACY ENTERTAINMENT HOLDINGS, INC.
            FORM SB-2 REGISTRATION STATEMENT (FILE NO. 333-            )
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Ladies and Gentlemen:

      We refer to the above-captioned  registration  statement on Form SB-2 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act"),  filed by Conspiracy  Entertainment  Holdings,  Inc., a Utah corporation
(the "Company"), with the Securities and Exchange Commission.

      We have examined the  originals,  photocopies,  certified  copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and other  documents  as we have  deemed  relevant  and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

      Based on our examination  mentioned  above, we are of the opinion that the
securities being sold pursuant to the Registration Statement are duly authorized
and will be, when issued in the manner described in the Registration  Statement,
legally and validly issued, fully paid and non-assessable.

      We hereby  consent  to the filing of this  opinion  as Exhibit  5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the  Act,  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission.


                                 Very truly yours,

                                 /S/ SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                 ---------------------------------------
                                 Sichenzia Ross Friedman Ference LLP