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                                                                     EXHIBIT 5.1



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

                       (Pedersen & Houpt, P.C. Letterhead)

                                     [Date]

Takes.com, Inc.
3655 Nobel Drive
Suite 550
San Diego, California  92122

                  Re:     Takes.com, Inc.
                          SEC File No. 333-78261

Gentlemen:

         We have acted as counsel to Takes.com, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-1, Registration No. 333-78261 and all amendments thereto (the
"Registration Statement"), which has been filed by the Company with the
Securities and Exchange Commission (the "Commission") for the purpose of
registering under the Securities Act of 1933, as amended (the "Securities Act"),
and the rules and regulations thereunder (i) the sale of up to 3,248,750 shares
(the "Shares") of the Company's Common Stock, $0.001 par value per share (the
"Common Stock"), (ii) 300,000,000 Warrants (the "Warrants") to purchase Common
Stock (the "Warrant Offering") and (iii) 10,000,000 shares of Common Stock
issuable upon the exercise of the Warrants (the "Warrant Shares"). The Shares
will be offered and sold (the "Offering") pursuant to an underwriting agreement
(the "Underwriting Agreement") to be entered into between the Company and
Paradise Valley Securities, Inc., as the [representative of] the underwriters.
The Warrants will be offered and issued from time to time to persons who
register with and use the Company's Internet Web site. We are rendering this
opinion as of the time the Registration Statement becomes effective in
accordance with Section 8(a) of the Securities Act.

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         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the form of the Warrants; (iii) the proposed form of
Underwriting Agreement; (iv) the form of the Company's Amended and Restated
Certificate of Incorporation; (v) the Company's Bylaws and (vi) resolutions of
the Company's Board of Directors. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such other records of
the Company and such agreements, certificates or records of public officials,
certificates of officers or representatives of the Company and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.


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


         We are members of the Bar of the State of Illinois, and we express no
opinion with respect to laws other than the laws of the State of Illinois, the
General Corporation Law of the State of Delaware and federal laws of the United
States of America.

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         With respect to the issuance of any Shares, Warrants and Warrant
Shares, we have assumed that the issuance of such Shares, Warrants and Warrant
Shares will have been duly authorized and the certificates, if any, evidencing
the same will have been duly executed and delivered, against receipt of
consideration approved by the Company which will be no less than the par value
thereof.

         Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that:

1.       when (i) the Registration Statement becomes effective under the
         Securities Act, (ii) the Amended and Restated Certificate of
         Incorporation of the Company has been filed with the Secretary of State
         of the State of Delaware, (iii) the final terms of the Underwriting
         Agreement and the Offering have been approved by the Board of Directors
         of the Company, (iv) the Underwriting Agreement has been duly executed
         and delivered by each of the parties thereto and (v) the Shares have
         been issued and delivered in accordance with the terms of the
         Underwriting Agreement (including the receipt by the Company of the
         consideration for the Shares described therein), the Shares will be
         validly issued, fully paid and non-assessable;

2.       when (i) the Registration Statement becomes effective under the
         Securities Act and (ii) the Amended and Restated Certificate of
         Incorporation of the Company has been filed with the Secretary of State
         of the State of Delaware, the Warrants will constitute valid and
         binding obligations of the Company, enforceable against the Company in
         accordance with their terms; and

3.       when (i) the Registration Statement becomes effective under the
         Securities Act and (ii) the Amended and Restated Certificate of
         Incorporation of the Company has been filed with the Secretary of State
         of the State of Delaware, the Warrant Shares will be validly issued,
         fully paid and non-assessable.

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         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm in the Registration Statement and in the related prospectus as the same
appears under the caption "Legal Matters." We also consent to the incorporation
by reference of this consent into a subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act in connection with the Warrant
Offering. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.

                                Very truly yours,