October 23, 2000
e-commerce group, Inc.
Shantasree House
134 Hilmanton
Lower Earley, Reading Berkshire, U.K.
RG6 4HN
Gentlemen;
We have acted as securities counsel for e-commerce group, Inc. ("ECGM"
or the "Company"). You have asked us to render this opinion to e-
commerce group, Inc.
You have advised that:
1. e-commerce group, Inc. is current in its reporting
responsibilities to the Securities and Exchange Commission as mandated
by the Securities Exchange Act of 1934, as amended
2. Herbert M. Jacobi, Daniel G. Chapman and Sean P. Flanagan have
acted as legal counsel on behalf of the Company.
3. In their capacities as legal counsel, the above-named individuals
have provided bona-fide services to the Company which are not in
relation to the offer or sale of securities in a capital-raising
transaction, and which did not either directly or indirectly promote or
maintain a market for the Company's securities.
4. Robert Delvecchio has acted and will continue to act as a
consultant on behalf of the Company.
5. In his capacity as a consultant, the above-named individual has
provided bona-fide services to the Company which are not in relation to
the offer or sale of securities in a capital-raising transaction, and
which did not either directly or indirectly promote or maintain a
market for the Company's securities.
6. The Company has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of the
Company.
7. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors of the
Company. These shares shall be registered pursuant to a Registration
Statement on Form S-8 and may be issued without restrictive legend.
We have read such documents as have been made available to us. For
purposes of this opinion, we have assumed the authenticity of such
documents.
Based on the accuracy of the information supplied to us, it is our
opinion that e-commerce group, Inc. may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our further
opinion that the above-named individuals are proper persons qualified
to receive shares which are registered in a Registration Statement on
Form S-8.
We consent to the use of this letter in the Registration Statement
filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan, Ltd.
Chapman & Flanagan, Ltd.
