INA P. KAGEL
                                 ATTORNEY AT LAW
                        1801 Century Park East 25th Floor
                              Los Angeles, CA 90067
                            Telephone: (310) 553-9009
                            Facsimile: (310) 553-9693




January 18, 2001

Highland Holdings International, Inc.
5075 Warner Avenue  Suite "B"
Los Angeles, CA  92649

Reference:  Highland Holdings International, Inc.
            Amended Registration Statement on Form S-8

Ladies and Gentlemen:

     Highland Holdings International, Inc. (the "Company") proposes to issue
under an AmendedForm S-8 Registration Statement (the "Registration Statement")
up to 200,000 additional shares of common Stock (the "Shares") pursuant to the
Company's Employee Stock Bonus Plans (the "Plans").

     In rendering the following opinion, I have examined and relied only upon
the documents and certificates of officers of the Company as are specifically
described below. In my examination, I have assumed the genuineness of all
signatures, the authenticity, accuracy and completeness of the documents
submitted to me as originals and the conformity with the original documents of
all documents submitted to me as copies. My examination was limited to the
following documents and no others:

     1.   Certificate and Articles of Incorporation of the Company as amended to
          date;

     2.   By Laws of the Company

     3.   Resolutions adopted by the Board of Directors of the Company
          authorizing the Plan and the issuance of the shares.

     4.   The Registration Statement together with all amendments thereto,
          exhibits filed in connection therewith and incorporated therein by
          reference and form of prospectus contained therein including all
          documents incorporated thereto by reference, and

     5.   The Plans

<PAGE>


     I have not undertaken, nor do I intend to undertake any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.

     Based upon and subject to the foregoing, it is my opinion that the Shares,
subject to the effectiveness of the Registration Statement and compliance with
applicable Blue Sky Laws and subject to the proper execution and delivery of
stock certificates evidencing the Shares when issued and delivered against
payment therefore in accordance with the terms of the Plan, and as set forth in
the Registration Statement, will constitute legally issued, fully paid and non
assessable shares of common stock of the Company.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; and to the filing of this opinion in connection with
such filings as are applicable as may be necessary to register, qualify or
establish eligibility for an exemption from registration or qualification of the
Shares under the blue sky laws of any state or other jurisdiction although I
express no opinion as to state securities laws herein. In giving this consent I
do not admit that I am in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated there under.

     The opinions set forth herein are based upon the federal laws of the United
States of America, and the corporate laws of the State of Delaware all as now in
effect. I express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.

     The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.

Sincerely,

/s/ INA P. KAGEL
----------------
INA P. KAGEL