EXHIBIT 5.1

                         STUBBS ALDERTON & MARKILES, LLP
                       15821 Ventura Boulevard, Suite 525
                            Encino, California 91436

January 24, 2005

Sealife Corporation
5601 West Slauson
Culver City, California 90293


         Re:      Sealife Corporation
                  Registration Statement on Form SB-2

Ladies and Gentlemen:

         At your request,  we have examined the  Registration  Statement on Form
SB-2 (the "REGISTRATION  STATEMENT") to which this letter is attached as Exhibit
5.1 filed by Sealife  Corporation,  a Delaware  corporation (the "Company"),  in
order to register under the Securities Act of 1933, as amended (the "ACT"),  (i)
the sale by the Company of up to 5,000,000  shares of Company  Common Stock (the
"COMPANY SHARES"), (ii) the offer and resale of 986,400 shares of Company Common
Stock by those  persons who are  referred to in the  Registration  Statement  as
"Selling  Shareholders"  (the  "OUTSTANDING  SHARES"),  and  (iii) the offer and
resale of up to 613,500  shares of Company  Common  Stock by one of the  Selling
Shareholders  (the  "CONSULTANT  ISSUABLE  SHARES")  issuable  to  such  Selling
Shareholder  upon provision of consulting  services as set forth in an agreement
between the Company and such Selling Shareholder (the "CONSULTING AGREEMENT").

         We have  examined  originals  or  certified  copies  of such  corporate
records of the Company and other  certificates and documents of officials of the
Company,  public officials and others as we have deemed appropriate for purposes
of  this  letter.  We  have  assumed  the  genuineness  of all  signatures,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
authentic  original  documents of all copies  submitted  to us as conformed  and
certified or reproduced copies, and the truth, accuracy, and completeness of the
information,  representations and warranties contained in the records, documents
and certificates we have reviewed.

         Based on the foregoing, we are of the opinion that:

         1.       With respect to the Company Shares,  (a) when the Registration
Statement,  as finally  amended  (including all  post-effective  amendments) has
become effective and remains effective during the period when the Company Shares
are offered and sold; (b) when an appropriate prospectus supplement with respect
to the Company Shares has been prepared,  delivered and filed in compliance with
the Securities Act of 1934 and applicable rules and regulations thereunder;  (c)
when the Board of Directors of the Company (the "BOARD") has taken all necessary
corporate  action to approve the issuance of the Company Shares  pursuant to the
Registration  Statement  and an  appropriate  prospectus  supplement;  (d)  when
certificates





representing  the  Company  Shares  have  been  duly  executed,   countersigned,
registered and delivered in accordance with the applicable  definitive purchase,
underwriting or similar agreement approved by the Board; and (e) upon receipt by
the  Company of the  consideration  therefor,  then the  Company  Shares will be
validly issued, fully paid and nonassessable.

         2.       With  respect to shares of the  Company's  Common  Stock being
offered by the Selling  Shareholders,  (a) the Outstanding Shares have been duly
authorized,  and are validly issued, fully paid and non-assessable;  and (b) (i)
when the Board has taken all necessary  corporate action to approve the issuance
of the Consultant  Issuable  Shares,  (ii) when such Consultant  Issuable Shares
have been issued,  paid for (or earned) and delivered as authorized  pursuant to
the  Consulting  Agreement,  and  (iii)  upon  receipt  by  the  Company  of the
consideration  specified  in  the  Consulting  Agreement,  then  the  Consultant
Issuable  Shares  will  be duly  authorized,  validly  issued,  fully  paid  and
non-assessable.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement  and to use  of our  name  wherever  it  appears  in the  Registration
Statement,  the Prospectus,  any Prospectus Supplement,  and in any amendment or
supplement  thereto.  We  assume  no  obligation  to  inform  you of any  facts,
circumstances, events or changes in the law that may hereafter be brought to our
attention that may alter, affect or modify the opinion expressed herein.

                                             Very truly yours,

                                             /S/ STUBBS ALDERTON & MARKILES, LLP
                                             -----------------------------------
                                             STUBBS ALDERTON & MARKILES, LLP


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