[Letterhead of Roger L. Shoss, Esq.]

                                 August 31, 2003

The Players Network
4620 Polaris Avenue
Las Vegas, Nevada 89103

         Re:    Form S-8 Registration Statement

Ladies and Gentlemen:

            I have acted as counsel for The Players Network, a Nevada
corporation (the "Corporation"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 3,500,000 shares of the
Corporation's Common Stock, $0.001 par value ("Common Stock"), that may be
issued pursuant to the Corporation's 2004 Non-Qualified Stock Option Plan (the
"Stock Option Plan"). This Opinion Letter is rendered pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.

            I have examined the Articles of Incorporation of the Corporation, as
amended, the Bylaws of the Corporation, as amended, records of proceedings of
the Board of Directors of the Corporation deemed by me to be relevant to this
opinion letter and which were furnished by the Corporation, the Registration
Statement and other documents and agreements I deemed necessary for purposes of
expressing the opinion set forth herein. I also have made such further legal and
factual examinations and investigations as I deemed necessary for purposes of
expressing the opinion set forth herein.

            As to certain factual matters relevant to this opinion letter, I
have relied upon certificates and statements of officers of the Corporation and
certificates of public officials. I have made no independent investigation with
regard thereto, and, accordingly, I do not express any opinion as to matters
that might have been disclosed by independent verification.

            This opinion letter is provided to the Corporation and the
Commission for their use solely in connection with the transactions contemplated
by the Registration Statement and may not be used, circulated, quoted or
otherwise relied upon by any other person or for any other purpose without my
express written consent. The only opinion rendered by me consists of those
matters set forth in the sixth paragraph hereof, and no opinion may be implied
or inferred beyond those expressly stated.

            I am admitted to practice law in the State of Texas, and render this
opinion only with respect to, and express no opinion herein concerning the
application or effect of the laws of any jurisdiction other than, the existing
laws of the United States of America, of the State of Texas and, with respect to
the validity of corporate action and the requirements for the issuance of the
Common Stock, of the General Corporation Law of the State of Nevada, Nevada
Revised Statutes, Chapter 78.

            Based on the foregoing, it is my opinion that the 3,500,000 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the Stock Option Plan, when issued in accordance with the terms and
conditions of the Agreement, will be legally issued, fully paid and
non-assessable.



            I consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the use of my name wherever appearing in the
Registration Statement. In giving such consent, I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.

                                             Sincerely,

                                             /s/ Roger L. Shoss
                                             ------------------------------
                                             Roger L. Shoss, Esq.