Form: SB-2/A

Optional form for registration of securities to be sold to the public by small business issuers

April 30, 2003

OPINION OF COUNSEL

Published on April 30, 2003


Spitzer & Feldman P.C.
405 Park Avenue
New York, N.Y. 10022








April 30, 2003

Corporate Road Show.com Inc.
80 Orville Drive - Suite 100
Bohemia, New York 11716

Re: REGISTRATION STATEMENT ON FORM SB-2

Dear Ladies and Gentlemen:

Reference is made to amendment No. 1 to the registration statement on
Form SB-2 filed by Corporate Roadshow.com, Inc., a corporation incorporated
under the laws of New York (the "Company"), with the United States Securities
and Exchange Commission on or about the date hereof (the "Registration
Statement"), relating to the registration under the Securities Act of 1933, as
amended, of up to 2,500,000 common shares of the Company, $0.0001 par value
(collectively, the "Shares"), including authorized but unissued Shares being
offered by the Company. The Shares are to be sold to the public as follows: (i)
2,000,000 by the Company on a self-underwritten basis; and (ii) 500,000 by the
selling shareholder. The Shares, when sold, will be legally issued, fully paid
and non-assessable.

We consent to all references to us that appear in the Registration
Statement, the prospectus constituting a part thereof and any amendments or
supplements thereto.

Best regards,

/s/ Spitzer & Feldman P.C.
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SPITZER & FELDMAN P.C.