Exhibit 5

                                                      805 Third Avenue
                                                      Twenty First Floor
gary b. wolff, p.c.                                   New York, NY 10022
Counselor At Law                                      Telephone: 212-644-6446
                                                      Facsimile: 212-644-6498



June 5,  2003

                         CONSENT AND OPINION OF COUNSEL


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004

Gentlemen:

I am securities counsel to Techedge, Inc., a Delaware corporation (the
"Company"). I have, in such capacity, examined and am familiar with the Articles
of Organization, as amended to date, and the By-laws of the Company, and have
examined the records of corporate proceedings. I have also examined and am
familiar with such other documents as I have considered necessary for rendering
my opinion hereinafter set forth.

Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.0001 par value, of the Company reserved for issuance under the Techedge, Inc.
2003 Non-Statutory Stock Option Plan dated April 8, 2003, will, when issued in
accordance with the terms of such plan, be legally issued, fully paid and
non-assessable.

In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.

Very truly yours,

/s/ Gary B. Wolff
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Gary B. Wolff
GBW:hk