EXHIBIT 5.1

                 [Letterhead of Stubbs Alderton & Markiles, LLP]

                                December 20, 2005


SeaLife Corporation
5601 W.  Slauson Avenue, Suite 283
Culver City, California 90230


Ladies/Gentlemen:

         At your request,  we have examined this Registration  Statement on Form
S-8 (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 for original  issuance  under the  Securities  Act of 1933, as
amended  (the  "Act"),  2,000,709  shares of common  stock of the  Company  (the
"Shares"),  issuable  pursuant  to the  Company's  2004  Stock  Award  Plan (the
"Plan").

         We are of the  opinion  that the Shares have been duly  authorized  and
upon  issuance and sale in  conformity  with and pursuant to the Plan,  and upon
receipt by the Company of the consideration  identified therein, the Shares will
be validly issued, fully paid and non-assessable.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prospectus and/or Reoffer Prospectus
constituting a part thereof.


                                  Respectfully submitted,

                                  /s/ Stubbs Alderton & Markiles, LLP
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                                  STUBBS ALDERTON & MARKILES, LLP