May 29, 2001



The Board of Directors
Organic Soils.Com, Inc.
300 East 54th Avenue, Suite 200
Anchorage, Alaska 99518

Gentlemen:


     I have been  retained  by,  Organic  Soil.Com,  Inc.  (Organic  Soils),  in
connection with the  Registration  Statement on Form SB-2 filed by Organic Soils
with the  Securities  and Exchange  Commission  (the  "Registration  Statement")
relating to 160,000 shares of common stock, par value $0.001 per share. You have
requested that I render an opinion as to whether the common stock as proposed to
be issued on the terms set forth in the  Registration  Statement will be validly
issued, fully paid and non-assessable.


     In connection with this engagement, I have examined the following:


          1.   the articles of incorporation of Organic Soils;


          2.   the Registration Statement;


          3.   the bylaws of Organic Soils; and


          4.   unanimous consents of the board of directors.

     I have  examined such other  corporate  records and documents and have made
such other examinations as we deemed relevant.

     Based upon the above  examination,  I am of the opinion  that the shares of
common stock proposed to be issued pursuant to the Registration  Statement,  are
validly  authorized  and, when issued in accordance  with the terms set forth in
the  Registration  Statement,  will be validly  issued,  fully  paid,  and  non-
assessable.


      I  hereby  consent  to  being  named  in the  Prospectus  included  in the
Registration  Statement as having  rendered the foregoing  opinion and as having
represented Organic Soils in connection with the Registration Statement.


                              Sincerely yours,

                              /s/ Peter R. Chernik

                              PETER R. CHERNIK