January 3, 2005



Activecore Technologies, Inc.
156 Front Street West,
Suite 210
Toronto, Ontario M5J 2L6
Canada

Ladies and Gentlemen:

         We have acted as your counsel in connection with the Registration
Statement on Form SB-2 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933 (the "1933 Act") for
the registration of 249,049,402 shares (the "Shares") of common stock, par value
$0.001 per share, of Activecore Technologies, Inc., a Nevada corporation (the
"Company").

          You have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of rendering this
opinion, we have examined the Registration Statement, the Company's articles of
incorporation, as amended, and bylaws, and the corporate action of the Company
that provides for the issuance of the Shares, and we have made such other
investigation as we have deemed appropriate. We have examined and relied upon
certificates of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on a certificate of an officer of
the Company. In rendering our opinion we have assumed the genuineness of
signatures on the documents we have examined, and the conformity to authentic
original documents of all documents submitted to us as copies.

          This opinion is rendered as of the date of this letter and is limited
to matters of Nevada corporate law. We express no opinion as to the laws of any
other state, the federal law of the United States, or the effect of any
applicable federal or state securities laws.

          Based upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when issued and paid
for as described in the Prospectus included in the Registration Statement, will
be validly issued, fully paid, and nonassessable.

           We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the related
Prospectus under the caption "Legal Matters". In giving our consent we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the 1933 Act or the rules and regulations under such act.

                                                Very truly yours,


                                                /s/ Burton, Bartlett & Glogovac
                                                Burton, Bartlett & Glogovac

CTB/dsm