EXHIBIT 5.

OPINION OF COUNSEL


                                 WEED & CO. L.P.
   4695 MACARTHUR COURT, SUITE 1450, NEWPORT BEACH, CALIFORNIA 92660-2164
              TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

WRITER'S DIRECT NUMBER
      (949) 475-9086 ext. 6

                                   May 4, 2001

Board of Directors
Yes Clothing Company, Inc.
4695 MacArthur Court, Suite 1450
Newport Beach, CA 92660

     Re:  Form S-8 Registration Statement; Opinion of Counsel

Dear Members of the Board:

     I have acted as a special counsel for Yes Clothing Company, Inc., a Nevada
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended, (the "Act") of a registration statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 2,047,472
shares of common stock, $.001 par value (the "Common Stock") to consultants of
the Company, in consideration for services performed and to be performed on
behalf of the Company under the terms and conditions of certain consulting
agreements (the "Consulting Agreements").

     As special counsel for the Company, I have examined the Company's articles
of incorporation, bylaws, minute book, and certain other corporate records. For
the purpose of the opinions expressed below, I have also examined the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the Common
Stock in this offering.

     In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

     My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements incorporated by reference in the
Registration Statement.

     In rendering this opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based and conditioned upon the following:
(i) the genuineness of the signatures on and the enforceability of all
instruments, documents and agreements examined by me and the authenticity of all
documents furnished for my examination as originals and the conformity to the
original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents





Yes Clothing Company, Inc.                                       Page 2
May 4, 2001

being duly authorized, executed and delivered by or on behalf of all the
respective parties thereto, and such instruments and documents being legal,
valid binding obligations of such parties; (iv) the truth and accuracy of
representations and statements made in the documents received from the State of
Nevada; and (vi) the Company will be operated in accordance with the terms of
its charter documents and the laws of the State of Nevada and the terms of the
instruments or documents referred to above.

     Based upon the foregoing, I am of the opinion that:

     1.  The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada, the
jurisdiction of its incorporation.

     2.  The terms and provisions of the Common Stock conform to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.

     3.  Based upon the foregoing, I am of the opinion that the issuance and
the sale of the shares of Common Stock in this offering has been duly and
validly authorized, and subject to compliance with the provisions of the written
agreements, the Common Stock issuable under the Consulting Agreement and the
Plan will be duly authorized and validly issued as fully paid and non-assessable
shares of Common Stock.

     I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in Nevada, the state of incorporation of
the Company, or in any other jurisdictions other than California and Texas, in
which the Company may own property or transact business. My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other jurisdictions, are based upon an examination of all relevant
authorities and the documents referenced herein and are believed to be correct.
However, except for pending litigation or claims matters, I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions. No opinion is expressed upon any conflict of law issues. My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and other
laws of general application or equitable principles affecting the rights and
remedies of creditors and security holders and to the extent that the
availability of the remedy of specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding may be
brought.

     This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

     I furnish this opinion to you as special counsel for the Company and it is
solely for your benefit. This opinion is not to be used, circulated, quoted or
otherwise referred to in whole or in part for any purpose, other than as set
forth in my written consent.


                                Very truly yours,

                               /s/ Richard O. Weed
                                   Richard O. Weed