Kenneth H. Finkelstein
   Attorney At Law
					1420 5th Avenue
					Suite 2200
					Seattle, WA
					98101

					Tel:  (206) 310-1344
					Fax:  (206) 374-8176
					khfinkelstein@yahoo.com

July 6, 2004



Board of Directors
Cygni Systems Corporation
303-167 Bannatyne Avenue
Winnipeg, Manitoba
R3B 0R4   Canada

Re:  Opinion and Consent of Counsel with respect to Registration Statement
     on Form SB-2/A on behalf of Cygni Systems Corporation (the "Company")

Sirs:

You have requested the opinion and consent of this law firm, as counsel,
with respect to the proposed issuance and public distribution of certain
securities of the Company pursuant to the filing of a registration
statement on Form SB-2/A with the United States Securities and Exchange
Commission.

The proposed offering and public distribution relates to a best efforts,
no minimum, 2,000,000 maximum offering of shares to be sold by Cygni
Systems Corporation to the public at a price of $0.10 per share.  Each
offered share has a par value of $0.001.

This opinion is delivered in accordance with the requirements of
Items 601(b)(5) and (23) of Regulation S-K under the Securities Act. In
connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form SB-2/A, relating to the Shares,
to be filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act on or about July 6, 2004 (together with all
exhibits thereto, the "Registration Statement"), (ii) the Articles of
Incorporation of the Company in effect as of the date hereof (iii) the
Bylaws of the Company in effect as of the date hereof. We have also
examined such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth below. In
rendering this opinion, we have relied upon our review of documentation
representing the transactions involving the transfer of the shares and
certain other applicable documents pertaining to the status of the
Company and its common stock that were furnished to us by the Company.
We have also received verbal representations made by certain officers of
the Company. In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photocopies, and the authenticity of the originals of such copies. As to
any facts material to this opinion which we did not independently establish
or verify, we have relied upon verbal or written statements and
representations of officers of the Company and others.

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Based upon and subject to the foregoing, it is our opinion that the
shares sold, when issued in accordance with the terms and conditions set
forth in the registration statement, will be duly authorized, validly
issued, fully paid and non-assessable shares of common stock of the
Company in accordance with applicable statutory laws, rules, regulations,
common laws, and the Constitution of the State of Nevada.

We hereby consent to be named by the Company in the registration
statement and prospectus included therein.  We also consent to the Company
filing this legal opinion as an exhibit to the registration statement.

Yours truly,



/s/ Kenneth H. Finkelstein
Kenneth H. Finkelstein
Attorney At Law
KHF/ab

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