EXHIBIT 5


                               KRYS BOYLE, P.C.
                               ATTORNEYS AT LAW
   Telephone              600 17th Street, Suite 2700 S          Facsimile
(303) 893-2300               Denver, Colorado 80202           (303) 893-2882

                                April 19, 2004


GWIN, Inc.
5092 South Jones Boulevard
Las Vegas, Nevada  89118

Gentlemen:

     We have acted as counsel to GWIN, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form SB-2 (the
"Registration Statement"), pursuant to which the Company is registering under
the Securities Act of 1933, as amended, 45,660,002 shares (the "Shares") of
its common stock, $.0001 par value (the "Common Stock"), which may be sold by
Selling Shareholders.  Of the Shares of Common Stock which may be sold,
4,143,000 Shares may be issued upon the exercise of warrants, and 1,500,000
Shares may be issued upon the exercise of options.  This opinion is being
rendered in connection with the filing of the Registration Statement. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.

     In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.

     Based upon the foregoing and in reliance thereon, we are of the opinion
that the 40,017,002 shares of Common Stock which are currently outstanding
have been duly and validly authorized, legally issued, full paid and non-
assessable; 4,143,000 Shares of Common Stock which may be issued upon the
exercise of warrants, when issued in accordance with their terms, will be duly
and validity authorized, equally issued, fully paid and non-assessable; and
the 1,500,000 shares of Common Stock which may be issued upon exercise of
options, when issued in accordance with their respective terms, will be duly
and validly authorized, legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.

                                  Very truly yours,

                                  KRYS BOYLE, P.C.




                                  By:/s/ Jon D. Sawyer
                                     Jon D. Sawyer