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                                                        August 4, 2004

a21, Inc.
7660 Centurion Parkway
Jacksonville, Florida 32256

Re:  Registration Statement on SB-2


Gentlemen:

         We have  acted  as  counsel  to a21,  Inc.,  a Texas  corporation  (the
"Company"),  in connection with the  preparation of a registration  statement on
Form SB-2 (the "Registration  Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), relating to
the  registration  of an aggregate of  52,943,129  shares (the  "Shares") of the
common stock,  par value $.001 per share,  of the Company (the "Common  Stock")
for  resale  by  certain  selling   shareholders  named  therein  (the  "Selling
Shareholders").

         In this  connection,  we have examined and relied upon the Registration
Statement and related  Prospectus;  the Company's Articles of Incorporation,  as
amended, and By-laws, as amended, each as currently in effect; and the originals
or  copies   certified  to  our   satisfaction   of  such  records,   documents,
certificates,  memoranda and other  instruments as in our judgment are necessary
or  appropriate  to enable us to render  the  opinion  expressed  below.  In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all  documents  submitted  to us as  originals  and the  conformity  with the
original of all  documents  submitted  to us as copies  thereof.  Where  factual
matters  relevant to such opinion were not  independently  established,  we have
relied upon certificates of officers and responsible employees and agents of the
Company.

         Based upon the  foregoing,  it is our opinion that the Shares have been
duly and validly authorized and issued and are fully paid and nonassessable.

         We hereby  consent to the use of this  opinion  as  Exhibit  5.1 to the
Registration  Statement and to all  references  to our firm in the  Registration
Statement. In giving this consent, we do not thereby concede that we come within
the  categories  of persons  whose consent is required by the Act or the General
Rules and Regulations promulgated thereunder.

                                               Very truly yours,

                                               /s/ Loeb & Loeb LLP

                                               Loeb & Loeb LLP

LOS ANGELES
NEW YORK
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