EX-5

                               OPINION RE: LEGALITY

                                Brian F. Faulkner
                         A Professional Law Corporation
                         27127 Calle Arroyo, Suite 1923
                      San Juan Capistrano, California 92675
                               (949) 240-1361


June 1, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  GameZnFlix, Inc. - Form SB-2

Dear Sir/Madame:

I have acted as counsel to GameZnFlix, Inc., a Nevada corporation
("Company"), in connection with its Registration Statement on Form SB-2
relating to the registration of 150,000,000 shares of common stock
("Shares"), $0.001 par value per Share, by a selling shareholder of the
Company.  In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or appropriate for
purposes of this opinion, including, but not limited to, the Articles of
Incorporation, and all amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and sold, will
be validly issued, fully paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Nevada.

(b)  In my examination of all documents, certificates and records, I
have assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of
all documents submitted to me as copies and the authenticity and
completeness of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal capacity of
natural persons, the authority of all persons executing documents on behalf
of the parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other than
the Company.  As to matters of fact material to this opinion, I have relied
upon statements and representations of representatives of the Company and of
public officials and have assumed the same to have been properly given and
to be accurate.

(c)  My opinion is based solely on and limited to the federal laws of
the United States of America and the Nevada Revised Statutes.  I express no
opinion as to the laws of any other jurisdiction.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.