CLAUDIA J. ZAMAN ATTORNEY AT LAW
                         21800 Oxnard Street Suite 440
                            Woodland Hills CA 91367

                               December 20, 2001

Securities and Exchange Commission
Washington, D.C. 20549

Dear Sirs:

Re:   OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN REGISTRATION
      STATEMENT ON FORM S-8 OF RAQUEL, INC.

      I have been requested by Raquel, Inc. (the "Company") to deliver an
opinion concerning the Company's preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of
a registration statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of 3,000,000 shares of common stock, par value $.0001 (the
"Common Stock") to a Consultant to the Company in consideration for services
performed and to be performed on behalf of the Company under the terms and
conditions of a certain agreement (the "Agreement").

      As special counsel to the Company, I have examined the Company's Articles
of Incorporation, bylaws, minute book and certain other corporate records. For
the purpose of the opinions expressed below, I have also examined the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the common
stock in this offering.

      In arriving at the opinions set forth below, I have examined and relied
upon originals or copies, certified or otherwise identified to my satisfaction,
of corporate records (including the Registration Statement with its exhibits)
provided by the officers of the Company. I have made such investigations of law
as I have considered necessary or appropriate as a basis for my opinion.

      My opinions are qualified in all respects by the scope of the document
examination and I make no representation as to the sufficiency of my
investigation for your purpose. I have not made any document examination or
rendered any other advice other than as described herein and I at all times have
assumed and relied upon the truth and completeness of the information,
statements and representations which have been given by the Company to me. I do
not express any opinion with respect to the completeness, adequacy, accuracy or
any other aspect of the financial statements, incorporated by reference in the
Registration Statement.

      In rendering my opinion, I have assumed, without independently verifying
such assumptions, and this opinion is based upon and conditioned upon the
following:

(i) the genuineness of the signatures on and enforceability of all instruments,
documents and agreements examined by me and the authenticity of all documents
furnished for my examination as originals and the conformity to the original
documents of all documents furnished to me as copies; (ii) where an executed
document has been presented to me for my review, that such

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document has been duly executed on or as of the date stated and that execution
and delivery was duly authorized on the part of the parties thereto; (iii) each
of the foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid, binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents; and (v) the Company will be operated in accordance with the
terms of its charter documents and the laws of the State of Nevada and the terms
of the instruments referred to above.

      Based upon the foregoing, I am of the opinion that:

      a.          The Company has been duly incorporated and is validly existing
            as a corporation in good standing under the laws of the State of
            Nevada, the jurisdiction of its incorporation.

      a.          The terms and provisions of the Common Stock conform to the
            description thereof contained in the Registration Statement, and the
            form of the stock certificates used to evidence the Common Stock are
            in good and proper form and no stockholder is entitled to preemptive
            rights to subscribe for or purchase any of the Common Stock.

      a.          Based upon the foregoing, I am of the opinion that the
            issuance and the sale of the shares of Common Stock in this offering
            has been duly and validly authorized, and subject to compliance with
            the written agreement, the Common Stock issuable under the
            Agreements will be duly authorized and validly issued as fully paid
            and non-assessable shares of Common Stock.

      I am admitted to practice in the State of California and the State of
Colorado. I am not admitted to practice in any other jurisdictions, other than
California and Colorado, in which the Company may own property or transact
business. My opinions herein are with respect to federal law only, and to the
extent my opinions are derived from the laws of other jurisdictions, are based
upon an examination of all relevant authorities and the documents referenced
herein and are believed to be correct. However, except for pending litigation or
claims matters, I have not directly obtained legal opinions as to such matter
from attorneys licensed in such other jurisdictions. No opinion is expressed
form any conflict of laws issues. My opinions are qualified tot he extent that
enforcement of rights and remedies are subject to bankruptcy, insolvency,
fraudulent conveyance, moratorium, and other laws of general application or
equitable principles affecting the rights and remedies of creditors and security
holders and to the extent that the availability of the remedy of specific
performance or of injunctive relief is subject to the discretion of the court
before which any proceeding may be brought.

      This opinion is limited to matters existing as of this date, and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

      I hereby consent to the inclusion of my opinion filed as an exhibit to the
Registration Statement. I further consent to the reference to me and my opinion
under the caption "Legal Opinion and Experts" in the Prospectus.

                                            Sincerely,

                                            CLAUDIA J. ZAMAN ATTORNEY AT LAW


                                            /s/ Claudia J. Zaman

                                            Claudia J. Zaman