EXHIBIT 5.1

                          STEPHEN A. ZRENDA, JR., P.C.
                         ATTORNEYS AND COUNSELORS AT LAW
                      100 NORTH BROADWAY AVENUE, SUITE 2440
                       OKLAHOMA CITY, OKLAHOMA 73102-8608

Telephone (405) 235-2111 Email: Zrendaesq@aol.com     Telecopier (405) 235-2157
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                                February 10, 2005

Phantom Fiber Corporation
Attn: Mr. Jeffrey Halloran, President
144 Front Street West, Suite 580
Toronto, Ontario M5J 2L7
Canada

Gentlemen:

         We have acted as special counsel to Phantom Fiber Corporation (the
"Company") to render a legal opinion regarding its Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission concerning its
plan to issue its Common Stock, $.001 par value, to consultants to the Company
under its 2005 Stock Option, SAR and Stock Bonus Consultant Plan (the "Plan").

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, instruments and documents of the Company, certificates of
public officials and of officers of the Company, and such other certificates,
documents and records, and have made such other investigations, as we have
deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. As to questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon such certificates
of public officials and of such officers, such other certificates, documents and
records, and upon the representations of such parties. In addition, we have
assumed: (i) the genuineness of all signatures on all documents seen or reviewed
by us, ii) the authenticity of documents submitted to us as originals, and (iii)
the conformity with the original and certified copies of all documents submitted
to us as copies and the authenticity of the originals thereof. We have also
examined such matters of law and such additional matters of fact as we consider
necessary or appropriate in connection with the opinions hereinafter expressed.

         Based on and subject to the foregoing, it is our opinion that:

         1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware; and

         2. Assuming the accuracy of the documents, representations and
warranties of the Company, the offer, issuance and sale of the Common Stock of
the Company to consultants under the Plan and under the terms and provisions of
consulting agreements and other contracts which have been duly authorized by the
Company will have been duly authorized and validly issued and will be fully paid
and nonassessable.

         The opinions expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and may not be relied
upon in any manner or for any purpose by any other person or entity without the
prior written consent of this firm.

                                        Very truly yours,

                                        STEPHEN A. ZRENDA, JR., P.C.


                                        By: /s/ Stephen A. Zrenda, Jr.
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                                            Stephen A. Zrenda, Jr.