Exhibit 5.1






                                December 5, 2003

Secured Diversified Investment, Ltd.
5030 Campus Drive, Suite 100
Newport Beach, California 92660

         RE:  2003 Stock Incentive Plan and 2003 Non-Employee Director Stock
              Incentive Plan

Gentlemen:

         I have acted as special counsel to Secured Diversified Investment,
Ltd., a Nevada corporation (the "Company") in connection with its Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933 (the "Act"), relating to the offer and sale of (i) a maximum of 10,000,000
shares of the Company's Common Stock, par value $0.01 per share (the "Employee
Incentive Shares") pursuant to the Company's 2003 Stock Incentive Plan
("Employee Incentive Plan"), (ii) a maximum of 5,000,000 shares of the Company's
Common Stock (the "Non-Employee Director Incentive Shares") pursuant to the
Company's 2003 Non-Employee Director Stock Incentive Plan (the "Non-Employee
Incentive Plan"), adopted by the Company's Board of Directors on August 16, 2003
(collectively, the "Incentive Plans") and (iii) 200,000 shares of Common Stock
issued to Mark Taggatz pursuant to a Consulting Agreement (the "Consulting
Shares"). The Employee Incentive Shares, the Non-Employee Director Incentive
Shares and the Consulting Shares are collectively hereafter referred to as the
"Incentive Shares" and the Employee Incentive Plan and the Non-Employee Director
Incentive Plan are hereafter collectively referred to as the "Incentive Plans."
In connection with the Registration Statement, I have been requested to express
an opinion with respect to the legality of the Incentive Shares. Capitalized
terms used but not defined herein shall have the meanings given them in the
Incentive Plans.

         In this connection, I have examined the Company's Articles of
Incorporation, resolutions of the Company's Board of Directors (the
"Committee"), the Incentive Plans, certificates of representatives of the
Company and such other instruments, certificates, records and documents as I
have deemed necessary as the basis for the opinions set forth below.

         In our examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of originals of such
copies.

         In addition, I have assumed that the documents listed above have not
been and will not be altered, amended, or supplemented in any respect material
to our opinions stated herein. I have conducted no independent factual
investigation but rather have relied solely upon the documents listed above and
the information set forth therein.


Secured Diversified Investment, Ltd.
December 5, 2003
Page 2 of 2



         With respect to the opinion set forth below, I express no opinion as to
whether the issuance of the Incentive Shares when and if issued in accordance
with the terms of the Incentive Plans violate Sections 78.411 through 78.444,
inclusive, of the Nevada Revised Statutes (Combinations with Interested
Shareholders). Those sections have application only to combinations or
transactions involving "interested stockholders", as that term is defined in
Section 78.423 of the Nevada Revised Statutes. An interested stockholder is
generally defined in that section as a person who is (1) the beneficial owner,
directly or indirectly, of 10% or more of the issued and outstanding voting
shares of a resident domestic corporation, or (2) an affiliate or associate of a
resident domestic corporation which at any time within three years immediately
before the date in question was the beneficial owner of 10% or more of the
voting power of the then issued and outstanding voting shares of the resident
domestic corporation.

         Based upon and subject to the foregoing, I am of the opinion that if
previously issued, or when and if issued in accordance with the terms of the
respective Incentive Plans, the Incentive Shares will be duly authorized,
legally and validly issued, fully paid and non-assessable.

         In giving the opinions as expressed above, I express no opinion as to
the laws of any other jurisdiction or as to the federal laws of the United
States. The opinions set forth herein are limited to the date hereof and the
applicable law on the date hereof, and I undertake no responsibility to update
these opinions.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

                                                     Sincerely,


                                          /s/ CHRISTOPHER A. WILSON, ESQ.