Exhibit 5.1
                                                                         Opinion
                               Leonard E. Neilson
                                 Attorney at Law
                            8160 South Highland Drive
                                    Suite 209
                                Sandy, Utah 84093
Phone:  (801) 733-0800                                 Fax:  (801) 733-0808

                                October 17, 2002



Videolocity International, Inc.
358 South 700 East
Suite B604
Salt Lake City, Utah 84102

         Re:      Form SB-2
                  Registration Statement of Videolocity International, Inc.

To the Board of Directors:

         I have acted as counsel to  Videolocity  International,  Inc., a Nevada
corporation  (the "Company"),  in connection with its registration  statement on
Form SB-2 related to the offer by certain  selling  stockholders  of  70,500,000
shares of the  Company's  common  stock,  par value  $.001 per  share,  issuable
pursuant to that certain  Equity Line of Credit  Agreement and  Placement  Agent
Agreement.  The amount being  registered  includes shares possibly issued due to
fluctuations in per share market price of the Company's  shares.  The shares are
being offered  pursuant to  fulfillment of the terms and conditions set forth in
the   Registration   Statement  filed  on  Form  SB-2  in  accordance  with  the
registration provisions of the Securities Act of 1933, as amended.

         I have  examined  the  Articles  of  Incorporation  and all  amendments
thereto, By-Laws, minutes of corporate proceedings and other corporate documents
with  respect to the  issuance of the shares by the Company and the  offering of
shares by the selling  stockholders.  I have been furnished with  originals,  or
copies certified to my  satisfaction,  of all such corporate or other records of
the  Company  and I have made such  other  legal and  factual  examinations  and
inquiries as I have considered  necessary as a basis for the opinions  expressed
herein. In the examination of the Company's  corporate  records, I have presumed
the  authenticity  of all  signatures  which  existed  on the  records  and have
presumed the veracity and regularity of all corporate records.

         As to the  question of fact  material to this  opinion  letter,  I have
relied  upon  the   representations   and   warranties,   certificates   of  and
conversations and  correspondences  with,  officers and  representatives  of the
Company. Based upon the foregoing, I am of the opinion that:

         1.       The  Company  is a  corporation  duly  organized  and  validly
                  existing under the laws of the State of Nevada.

         2.       The  shares  subject  to the  registration  statement  will be
                  legally  and  validly   authorized   under  the   Articles  of
                  Incorporation  and Board of Directors of the Company and, when
                  distributed  and paid for in  accordance  with the  terms  set
                  forth in the registration  statement,  the shares will be duly
                  and   validly   issued   and   outstanding,   fully  paid  and
                  nonassessable.

         I  hereby  consent  to the  reference  to  myself  in the  registration
statement  covering the  offering of the shares,  the use of my name beneath the
caption  "Legal  Matters" in the prospectus  forming a part thereof,  and to the
filing of a copy of this opinion as Exhibit 5.1 thereof.

                                  Yours truly,


                                  /S/   Leonard E. Neilson
                                  ------------------------
                                        Leonard E. Neilson
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