REFERENCE 5.02
                   OPINION AND CONSENT OF COUNSEL




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                              Thomas P. McNamara, P.A.
                                 Tampa, Florida

August 24, 2000

Board of Directors
JAHB Holdings, Inc.
8384 Roswell Road, Suite K
Atlanta, Georgia 30350

   Re: JAHB Holdings, Inc.
   Registration Statement on Form SB-2

Gentlemen:

   We have been retained by JAHB  Holdings,  Inc. (the  "Company") in connection
with the Registration Statement (the "Registration  Statement") on Form SB-2, to
be filed by the Company with the Securities and Exchange  Commission relating to
the offering of securities of the Company. You have requested that we render our
opinion as to whether or not the  securities  proposed to be issued on terms set
forth in the  Registration  Statement  will be validly  issued,  fully paid, and
nonassessable.

   In connection with the request, we have examined the following:

   1.   Articles of Incorporation of the Company;

   2.   Bylaws of the Company;

   3.   The Registration Statement; and

   4.   Unanimous consent resolutions of the Company's Board of Directors.

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

   Based on the above examination,  we are of the opinion that the securities of
the  Company  to be  issued  pursuant  to the  Registration  Statement  are duly
authorized  and,  when  issued  in  accordance  with the  terms set forth in the
Registration   Statement,   will  be  validly   issued,   and  fully  paid,  and
non-assessable under the corporate laws of the State of Delaware.

   We consent to our name being  used in the  Registration  Statement  as having
rendered the foregoing opinion .

                                   Sincerely,

                       Thomas P. McNamara, P.A.

                      /s/ Thomas P. McNamara, P.A.

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