Exhibit 5

                                December 8, 2003

netGuru, Inc.
22700 Savi Ranch Parkway
Yorba Linda, California 92887

Ladies and Gentlemen:

         At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") to be filed by netGuru, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of up to 1,000,000 shares of common stock, $0.01
par value per share, of the Company (the "Shares"). The Shares are to be sold by
the Company upon the exercise of stock options to be granted by the Company
under its 2003 Stock Option Plan. The Shares will be offered and sold pursuant
to the Company's Registration Statement to be filed with the Commission.

         As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable and have examined the originals, or copies certified to our
satisfaction as being true copies, of those corporate records, certificates,
documents and other instruments which, in our judgment, we considered necessary
or appropriate to enable us to render the opinion expressed below. For these
purposes, we have relied upon certificates provided by public officials and by
officers of the Company as to certain factual matters. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of documents submitted to
us as certified or photostatic copies, and the authenticity of the originals of
the latter documents.

         On the basis of the foregoing, and solely relying thereon, we are of
the opinion that the Shares are duly authorized and, provided the Shares are
issued, delivered and paid for in the manner and upon the terms contemplated by
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this 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 Commission thereunder.

                                            Respectfully submitted,

                                            /s/ RUTAN & TUCKER, LLP