Exhibit
      5.1




**MARK
        O. VAN WAGONER**
 *ATTORNEY
        AT LAW*
 175
        EAST
        400 SOUTH, SUITE 900
 SALT
        LAKE
        CITY, UTAH 84110
 (801)
        355-3351 Facsimile
 (801)
        524-1000
  November
        6 th ,  2
        0 0
        6
  Pink
        Sheets LLC
 304
        Hudson Street, 2 nd Flr.
 New
        York,
        NY 10013
  Re: *Barclay
        Road, Inc.*
  To
        Whom
        it May Concern:
  Barclay
        Road, Inc., (the Company) has asked me for an opinion detailing why the “sale” of
        the
        common shares of the Company would not violate the Securities Act
  **TRADEABILITY
        OPINION**
  I
        have
        given you this opinion for your purposes only and solely to satisfy the requirements
        of Pink Sheets, LLC. It is expressly limited to Pink Sheets LLC. You may
        rely on it
        for
        those purposes, but this opinion is not to be used by any other person or
        organization nor may
        they
        rely on my opinion for any purpose.
  In
        rendering this opinion, I have reviewed various statutes and judicial precedence
        as I have deemed relevant or necessary, and I have also examined various
        other
        documents, books, records, instruments and certificates of public officials,
        directors, executive officers and agents of
        the
        Company, and have made such investigations as I have deemed reasonable,
        necessary or prudent under the circumstances. In connection with this opinion
        I
        received a copy of the Company’s
        Information Statement pursuant to Rule 15c-2-11 (a)(5) of the Securities
        Exchange Act
        of
        1934. The Information Statement contained information which was accepted
        as
        authentic without further investigation. Moreover, I was able to gain access
        to
        additional publicly filed information on the Company from the web site of
        Pink
        Sheets LLC. In all instances, I have assumed
        the genuineness of all signatures, the legal capacity of natural persons,
        the
        authenticity of
        all
        documents submitted to me as originals, the conformity with the original
        documents of all documents
        submitted to me as certified or photostatic copies and the authenticity of
        the
        originals of
        such
        copies.
 
 
  Although
        there are a total of four hundred twenty-two million four hundred fifty thousand
        shares (422,450,000) shares issued to one hundred ten (110) shareholders,
        this
        opinion relates only to two hundred twenty-two million (222,450,000) four
        hundred fifty thousand shares issued to one hundred eight (108) shareholders
        (the "Opinioned Shares") that can be deemed to be free trading.
  This
        opinion is limited to Opinioned Shares of Common Stock held by 108 shareholders who
        are
        not (i) the Issuer, (ii) an underwriter with respect to the Shares within
        the
        meaning of Section
        2(11) of the Securities Act of 1933, as amended, or (iii) an affiliate of
        the
        Issuer within the
        meaning of Rule 144(a)(1) promulgated under the Securities Act of 1933, as
        amended.
  The
        Opinioned Shares covered by this opinion are freely-tradable and eligible
        for
        resale in a public market by the holders thereof pursuant to the exemption
        from
        registration afforded by Section 4(1) of the Securities Act of 1933, as amended,
        assuming the purchaser of such Shares is neither the Issuer, an underwriter
        or
        dealer. None of the Shares of Common Stock of the Issuer are
        presently eligible for resale pursuant to the exemption from registration
        afforded by
        Rule
        144.
  Based
        upon the foregoing and in reliance upon representations of directors and
        officers of the Company and the accuracy of the various documents I have
        examined, it is my opinion that:
  The
        Company is a corporation duly organized and is a validly existing corporation
        in
        good standing under the laws of the State of Wyoming, with full corporate
        power
        and authority to
        own
        and operate its properties and holds all requisite authority to carry on
        its
        business.
  The
        circumstances surrounding the issuance of the Opinioned Shares establishes
        that
        they were exempt from the registration requirements of Section 5 of the Act
        by
        reason of the revisions of Section 4(1) and 4(2) thereof, and the rules,
        regulations and interpretive releases of the Commission
        then in effect. No evidence was discovered that any issuances or transfers
        of
        the Opinioned
        Shares was part of any public offering or plan of distribution requiring
        registration under
        the
        Act. The Opinioned Shares were issued prior to February 1, 1999, and such
        shares
        are deemed
        to
        be free from restriction and may be traded in interstate commerce without
        registration un
        the
        Act pursuant to the exemption provided by Rule 144(k).
  Currently,
        and subject to compliance by any broker-dealers with "Penny Stock Rules"
        adopted
        by the Securities and Exchange Commission prior to effecting any transactions
        in
        the Opinioned Shares, the Opinioned Shares may be freely traded in interstate
        commerce without registration
        under Section 5 of the 1933 Act, as their tradeability is exempt under Section
        4(1) of such
        Act;
        provided, however, no opinion is rendered with respect to any sales made
        by any
        "controlling person" of the Company, "affiliate" thereof, or "associate of
        any
        of the foregoing," as those terms are defined within the 1933 Act or the
        rules
        and regulations promulgated hereunder.
  The
        Issuer is not a "registrant" under Rule 405 promulgated under the Securities
        Act
        of 1933, as amended, and would not be considered a "shell company" within
        the
        meaning of Rule 405.
        The
        Issuer has a defined business plan and corporate structure, proprietary
        technology and software,
        and significant research and development expenditures from its inception
        in 1997
        to the
        present date.
  I
        have
        reviewed and considered the letter by Mr. Richard K. Wulff, Chief, SEC Office
        of Small
        Business, dated January 21, 2000, and the manner in which the Shares of the
        Issuer were issued to the current shareholders, and we are of the opinion
        that
        the issuance of such Shares and the current intentions of the shareholders
        to
        sell the Shares through quotations in the Pink Sheets (i) do not fall within
        any
        of the scenarios or similar scenarios as described in said letter, (ii) are part
        of
        any distribution [3] which would be in violation of the registration provisions
        of the Securities
        Act of 1933, as amended, and (iii) are not part of any plan or scheme by
        the
        holders of such
        Shares to distribute or redistribute such Shares in violation of the Securities
        Act of 1933, as amended, although in technical compliance with the rules
        providing exemption from such registration requirements.
  Very
          truly
          yours,
 
 Mark
          O. Van Wagoner
 
 Mark
          O. Van
          Wagoner