L. VAN STILLMAN, P.A. 	 		 1177 George Bush Boulevard, Suite 308 Attorney-At-Law	 DELRAY BEACH, L. VAN STILLMAN, P.A. ATTORNEY-AT-LAW 1177 GEORGE BUSH BOULEVARD, SUITE 308 Delray Beach, Florida 33483 TELEPHONE (561) 330-9903 L. VAN STILLMAN FACSIMILE (561) 330-9116 ADMITTED IN FLORIDA AND PENNSYLVANIA E-MAIL VAN@STILLMAN.NET August 27, 2003 OBN Holdings, Inc. 8275 South Eastern Avenue Suite 200 Las Vegas, NV 89123 RE: OBN HOLDINGS, INC. REGISTRATION STATEMENT SB-2 (SEC FILE NO. ) Gentlemen: At your request, I have examined the Registration Statement on Form SB-2 (the "Registration Statement") filed by OBN Holdings, Inc. (the "Company"), a Nevada corporation, with the Securities and Exchange Commission with respect to the registration under the Securities Act of 1933, as amended, of 2,600,000 shares of Common Stock, par value $0.001 per share, of the Company to be sold by the Company; and 6,785,360 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company to be sold by certain selling shareholders of the Company, as identified in the Registration Statement. As your corporate counsel, and in connection with the preparation of this opinion, I have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock, as I deemed relevant or necessary for the opinion expressed herein. Based upon the foregoing, it is my opinion that the shares of Common Stock to be sold by the Company and by selling shareholders will, when sold, be legally issued, fully paid, and non-assessable and that the Company has the power, and has properly issued the Shares. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of my name in the "Legal Matters" section of the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, LAW OFFICE OF L. VAN STILLMAN, P.A. /s/ L. Van Stillman, Esq. ------------------------- L. Van Stillman, Esq. LVS:kni