EXHIBIT 5.1
                                 Graubard Miller
                                600 Third Avenue
                          New York, New York 10016-2097


                                                         May 18, 2001


Cyber Mark International Corp.
359 Enford Road, Unit 1
Richmond Hill, Ontario, Canada L4C 3G2

Dear Sirs:

        Reference is made to the Registration Statement on Form S-8
("Registration Statement") filed by Cyber Mark International Corp. ("Company"),
a Delaware corporation, under the Securities Act of 1933, as amended ("Act"),
with respect to an aggregate of 10,000,000 shares of common stock, par value
$.0001 per share ("Common Stock"), to be offered by the Company under the
Company's 2001 Performance Equity Plan, (the "Performance Plan").

        We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed 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 reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company. We have also assumed that in granting
future awards under the Performance Plan, the Board of Directors of the Company
or the appropriate committee thereunder will exercise its discretion in
establishing the terms of such awards within the permissible limits of the law
of the State of Delaware.

        Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the Performance Plans and the Options, when sold in
accordance with the terms of the Performance Plan and the individual instruments
governing their issuance, will be legally issued, fully paid and nonassessable,
although they may be subject to contractual restrictions established by the
Performance Plan or other individual instrument.

        In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.

        We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. 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 promulgated thereunder.

                                                Very truly yours,

                                                /s/ Graubard Miller

                                                GRAUBARD MILLER