Exhibit 5.1

                                  July 11, 2000


Board of Directors
Alottafun, Inc.
141 N. Main Street, Suite 207
West Bend, WI 53095


            RE:      Alottafun Inc.
                     Registration Statement on Form SB-2
                     3,904,383 Shares of Common Stock


Gentlemen:

     We have acted as counsel for Alottafun,  Inc. (the "Company") in connection
with the proposed  public  offering by certain of its  shareholders of shares of
the Company's  $.0001 par value common stock (the "Common Stock") covered by the
above-described Registration Statement.

         In connection therewith, we have examined the following:

          ()   The  Articles  of  Incorporation  of  the  Company,  as  amended,
               certified by the Secretary of State of the State of Delaware;

          ()   The Bylaws of the Company,  as amended,  certified as correct and
               complete by the Secretary of the Company;

          ()   Minutes of meetings  of the Board of  Directors  of the  Company,
               certified  as  correct  and  complete  by  the  Secretary  of the
               Company;

          ()   Certificates of Officers of the Company; and

          ()   The  Registration  Statement  on Form  SB-2 to be filed  with the
               Securities and Exchange Commission pursuant to the Securities Act
               of 1933,  as  amended,  relating  to the sale of up to  3,904,383
               shares of Common Stock (the "Registration Statement").

     Based upon such examination and upon examination of such other  instruments
and  records  as we  have  deemed  necessary,  we are of the  opinion  that  the
3,904,383  shares of Common Stock covered by said  Registration  Statement to be
sold by the selling shareholders referenced therein have been legally authorized
by the Company  and,  when sold in  accordance  with the terms  described in the
Registration Statement, will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement and to the reference to this firm under the caption "Legal Matters" in
the Prospectus contained in said Registration Statement. In giving this consent,
we do not  thereby  admit that we come  within  the  category  of persons  whose
consent is required  under Section 7 of the Securities Act of 1933, or the rules
and regulations of the Securities and Exchange Commission thereunder.

     We further  disclose  that Michael T. Cronin,  a partner in our firm is the
owner of  32,500  shares  of  Common  Stock,  and ha  agreed  to  accept  25,000
additional shares of Common Stock as partial  compensation for services rendered
in connection with this registration statement.



                                             Very truly yours,

                                             JOHNSON, BLAKELY, POPE, BOKOR,
                                             RUPPEL & BURNS, P.A.


                                             /s/ Michael T. Cronin
                                             ---------------------
                                             Michael T. Cronin

MTC/ej/217158