DIETERICH & ASSOCIATES LETTERHEAD
November 6, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: PAYFORVIEW.COM CORP.
Ladies and Gentlemen:
This office represents PayForView.com Corp, a Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 3,345,000 shares of the Registrant's Common Stock issued
to certain individuals for employment and consulting services (the "Shares").
In connection with our representation, we have examined such documents and
undertaken such further inquiry as we consider necessary for rendering the
opinion hereinafter set forth.
Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the inclusion of this opinion in the Registration
Statement and to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and with such state regulatory agencies in such states as may require
such filing in connection with the registration of the Registered Securities for
offer and sale in such states.
Very truly yours,
/S/ Dieterich & Associates
Dieterich & Associates
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