EXHIBIT 23.2 - CONSENT OF COUNSEL

Board of Directors
Aladdin Systems Holdings, Inc.
165 Westridge Drive
Watsonville, CA 95076-4159.

Dear Gentlemen:

      We hereby consent to being named in the Registration Statement as the
attorneys who will pass upon legal matters in connection with the sale of the
shares referred to therein, and to the filing of our opinion as an Exhibit to
the Registration Statement.


Ellenoff Grossman Schole & Cyruli, LLP
By: /s/ Paul Goodman
August 6, 2000