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                                                                     Exhibit 5.2



                             FORM OF TAX OPINION OF
                             PEDERSEN & HOUPT, P.C.




                                     [Date]





Takes.com, Inc.
3655 Noble Drive, Suite 550
San Diego, CA 92122


Ladies and Gentlemen:


         You have requested our opinion regarding certain material United States
federal income tax considerations discussed under the heading "Federal Income
Tax Consequences" in the Registration Statement on Form S-1 (the "Registration
Statement") filed by Takes.com, Inc. (the "Issuer") on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). The Registration Statement relates
to the offer, made by the Issuer, to issue warrants to users of its Web site.
These warrants will be convertible into common stock of the Issuer. The common
stock underlying the warrants is also being registered pursuant to the
Registration Statement. This opinion is delivered in accordance with the
requirements of Item 601(b)(8) of Regulation S-K under the Securities Act.


         We have reviewed the Registration Statement and such other materials as
we have deemed necessary or appropriate to form a basis for our opinion
described herein, and have considered the applicable provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated
thereunder, pertinent judicial authorities, interpretive rulings of the Internal
Revenue Service and such other authorities as we have considered relevant, all
as in effect on the date hereof. It should be noted that statutes, regulations,
judicial decisions and administrative interpretations are
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subject to change at any time and, in some circumstances, with retroactive
effect. A change in the authorities upon which our opinion is based could affect
our conclusions. All references contained herein refer to terms defined in the
Registration Statement.

         Based upon the foregoing, it is our opinion that:

A.       The issuance of warrants for registering with the Issuer's Web site
         will be characterized as an exchange of property for intellectual
         property for federal income tax purposes. The Issuer will not recognize
         any gain or loss on the issuance of these warrants.

B.       The issuance of warrants for logging on to the Issuer's Web site and
         the issuance of warrants for remaining on the Web site for an extended
         period of time should be characterized as an exchange of property for
         services for federal income tax purposes.


C.       The issuance of warrants in contests, promotions and other events will
         be characterized as a prize or award for federal income tax purposes.
         The Issuer will not recognize any gain or loss on the issuance of these
         warrants.



D.       Since the fair market value of the warrants will not be readily
         ascertainable at the time they are issued, users of the Web site will
         not be required to recognize any income until they exercise the
         warrants and a value can be assigned to the warrants. Likewise, the
         Issuer will not be allowed an ordinary and necessary business deduction
         for the value of the warrants issued until they are exercised and a
         value can be assigned to the warrants.



E.       Upon exercise of each warrant, users of the Web site will recognize
         ordinary income equal to that fraction of the value of one share of
         common stock of the Issuer for which the warrant could be exercised on
         the date of such exercise. Income recognized from the exercise of
         warrants received for registering with the Web site and warrants
         received in contests, promotions and other events will not be subject
         to self-employment taxes. Income recognized from the exercise of
         warrants issued for logging on to and remaining on the Web site for an
         extended period of time should be subject to self-employment taxes.


F.       Upon exercise of each warrant that was issued to a user for logging on
         to or remaining on the Web site for an extended period of time, the
         Issuer should be allowed a deduction for ordinary and necessary
         business expenses equal to that fraction of the value of one share of
         common stock of the Issuer for which the warrant could be exercised on
         the date of such exercise.



G.       Users of the Web site will have a basis in the common stock they
         receive upon exercise of the warrants equal to the amount

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         of ordinary income they recognize upon the exercise of the warrants.


H.       The holding period of any common stock acquired upon the exercise of
         warrants for the purpose of determining whether any gain or loss on the
         sale of such common stock is long term or short term gain will begin on
         the date of such exercise.



I.       Neither the Issuer nor the holder of a warrant will recognize any gain
         or loss on the expiration of any warrant.


         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder.


                                   Sincerely,