LEGAL OPINION

                               The Law Offices of
                         Hamilton, Lehrer & Dargan P.A.
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                                  (561)416-8956
                            ------------------------
                            Facsimile: (561)416-2855


January 29, 2001

Board of Directors
c/o Pierre Bosse
Lazygrocer.com Inc.
41 York Street
Ottawa Ontario KIN587 Canada

Re:      Shares to be Registered on Form SB-2 (the "Shares")

Dear Mr. Bosse

We have acted as counsel for  Lazygrocer.com  Inc., a Florida  corporation  (the
"Company"),  and certain of its  shareholders  (the "Selling  Shareholders")  in
connection  with the issuance of the Shares  described in the  prospectus of the
Company dated January 29, 2001 (the "Prospectus"), contained in the Registration
Statement on Form SB-2 of the Company.

In  connection  with this  matter,  we have  examined  the  originals  or copies
certified or otherwise identified to our satisfaction of the following:

(a)      Articles of Incorporation of the Company, as amended to date;
(b)      By-laws of the Company, as amended to date;
(c)      Certificates from the Secretary of State of the State of Florida, dated
         as of a recent  date,  stating  that the  Company is duly  incorporated
         and in good standing in the State of Florida;
(d)      Share Certificates of  the Company;
(e)      The Registration  Statement and all exhibits thereto;
(f)      Questionnaires  completed and  signed by all  officers and directors of
         the Company.

In addition to the foregoing, we have also relied as to matters of fact upon the
representations  made  by  the  Company  and  their   representatives  and  upon
representations made by the Selling  Shareholders.  In addition, we have assumed
the genuineness of all signatures,  the authenticity of all documents  submitted
to us as originals,  and the  conformity to original  documents of all documents
submitted to us certified or photostatic copies.

Based upon and in reliance upon the  foregoing,  and after  examination  of such
corporate and other records,  certificates  and other documents and such matters
of law as we have  deemed  applicable  or relevant  to this  opinion,  it is our
opinion that the Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Florida jurisdiction
of its  incorporation  and has full  corporate  power and  authority  to own its
properties and conduct its business as described in the Registration Statement.

The  authorized  capital stock of the Company  consists of 50,000,000  shares of
Common Stock, with a par value of $.001 per share, of which there are
outstanding  18,338,001,  and 20,000,000  shares of Preferred Stock,  with a par
value of $.001  per  share,  of which  none are  outstanding.  Proper  corporate
proceedings  have been taken validly to authorize such authorized  capital stock
and all the  outstanding  shares of such capital  stock,  when  delivered in the
manner and/or on the terms described in the Registration  Statement (after it is
declared   effective),   will  be  duly  and  validly  issued,  fully  paid  and
non-assessable.  The shareholders of the Company have no preemptive  rights with
respect to the Common Stock of the Company.


I hereby  consent to the use of this  opinion as an exhibit to the  Registration
Statement.  In giving this consent, I do not hereby admit that I come within the
category of a person whose consent is required under Section 7 of the Securities
Act of 1933, or the general rules and regulations thereunder.

                                Very truly yours,

                                  /s/ Brenda Hamilton
                                  -------------------
                                   Brenda Hamilton,Esq.
                                   For the Firm