                                    EXHIBIT 5

                         OPINION OF BARITZ & COLMAN LLP

                               BARITZ & COLMAN LLP
                     150 East Palmetto Park Road, Suite 750
                              Boca Raton, FL 33432

                                  July 13, 2004

Cenuco, Inc.
2641 Congress Avenue, Suite 201
Boca Raton, Florida 33487

         Re:      Amendment No. 1 to Registration Statement on Form S-3

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration, pursuant
to Amendment No. 1 to the Registration Statement on Form S-3 under the
Securities Act of 1933, as amended (the "Act"), filed with the Securities and
Exchange Commission on July 13, 2004, (the "Registration Statement"), of up to
5,175,000 shares (the "Shares") of common stock, par value $0.01 per share
("Common Stock"), of Cenuco, Inc., a Delaware corporation (the "Company"),
including up to 2,550,000 shares (the "Warrant Shares") issuable upon the
exercise of warrants to purchase Common Stock (the "Warrants"), to be sold by
certain selling stockholders of the Company.

         We have acted as counsel to the Company in connection with the
foregoing registration of the Shares. We have examined and relied upon originals
or copies of such records, instruments, agreements or other documents of the
Company, and certificates of officers of the Company as to certain factual
matters and have made such investigation of law and have discussed with officers
and representatives of the Company such questions of fact, as we have deemed
necessary or advisable for purposes of this opinion. In our examinations, we
have assumed the genuineness of all signatures, the conformity to the originals
of all documents reviewed by us as copies, the authenticity and completeness of
all original documents reviewed by us in original or copy form and the legal
competence of each individual executing any document.

         We express no opinion as to the effect of events occurring,
circumstances arising, or changes of law becoming effective or occurring, after
the date hereof on the matters addressed in this opinion letter, and we assume
no responsibility to inform you of additional or changed facts, or changes in
law, of which we may become aware.

         This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized, validly issued, fully paid and non-assessable
and that the Warrant Shares, when issued and delivered in accordance with the
terms of the applicable Warrant, will be duly authorized, validly issued, fully
paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement.

                                        Very truly yours,

                                        /s/ Baritz & Colman LLP
                                        BARITZ & COLMAN LLP

