EXHIBIT 5.1
CINDY SHY, P.C.
_______________________________________________________________________
A Professional Corporation
December 18, 2000
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
Re: Pacific WebWorks, Inc.
Form S-4 filed December 1, 2000
File No. 333-51156
Gentlemen:
We are acting as counsel to Pacific WebWorks, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the above-referenced
registration statement on Form S-4 (the "Registration Statement"), filed by
the Company with the Securities and Exchange Commission (the "Commission") on
December 1, 2000. The Registration Statement relates to the registration,
under the Securities Act of 1933, as amended (the "Act"), of 2,800,000 common
shares, par value $0.001, issued by the Company. Capitalized terms used
herein and not otherwise defined have the meanings given to them in the
Registration Statement.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Act.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the amended Articles of Incorporation of the Company; (ii) certain
resolutions and written consents of the Board of Directors of the Company
relating to the issuance and registration of the shares (iii) the Registration
Statement, and (iv) such other documents as we have deemed necessary or
appropriate as the basis for the opinions set forth below. In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to this opinion which we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and
others. Members of our firm are admitted to the practice of law in the State
of Utah, and we express no opinion as to the laws of any other jurisdiction.
Based on and subject to the foregoing, we are of the opinion that the
2,800,000 common shares issued in the exchange by the Company when exchanged
will be duly authorized and validly issued, and fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission.
Very truly yours,
/s/ Cindy Shy, P.C.
Cindy Shy, P.C.
______________________________________________________________________________
525 South 300 East * Salt Lake City, Utah 84111 * (801)323-2392 *(801)354-5645
