EXHIBIT 5.1



                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                     1065 Avenue of the Americas, 21st Flr.
                               New York, NY 10018

                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

                                 August 29, 2006

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

RE:     WGL ENTERTAINMENT HOLDINGS, INC.
FORM S-8 REGISTRATION STATEMENT (FILE NO. 333-)
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Ladies and Gentlemen:

We  refer  to  the  above-captioned  registration  statement  on  Form  S-8 (the
"Registration  Statement")  under  the  Securities  Act of 1933, as amended (the
"Act"),  filed  by WGL Entertainment Holdings, Inc., a Delaware corporation (the
"Company"),  with  the  Securities  and  Exchange  Commission.

We  have examined the originals, photocopies, certified copies or other evidence
of  such  records  of  the  Company, certificates of officers of the Company and
public  officials,  and other documents as we have deemed relevant and necessary
as  a  basis for the opinion hereinafter expressed. In such examination, we have
assumed  the  genuineness  of  all signatures, the authenticity of all documents
submitted  to  us as certified copies or photocopies and the authenticity of the
originals  of  such  latter  documents.

Based  on  our  examination  mentioned  above,  we  are  of the opinion that the
securities being sold pursuant to the Registration Statement are duly authorized
and  will be, when issued in the manner described in the Registration Statement,
legally  and  validly  issued,  fully  paid  and  non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the  related Prospectus. In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of  the  Act,  or  the  rules  and  regulations  of  the Securities and Exchange
Commission.


/s/ Sichenzia Ross Friedman Ference LLP