Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
May 26, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eCom.com, Inc. - Form S-8
Dear Sir/Madame:
I have acted as counsel to eCom.com, Inc., a Colorado corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of ten million (10,000,000)
shares of its common stock ("Shares"), $0.01 par value per Share,
which are issuable pursuant to the Company's Employee Stock
Incentive Plan, and the registration of ten million (10,000,000)
Shares which are issuable pursuant to the Company's Retainer
Stock Plan for Non-Employee Directors and Consultants.
In my representation I have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.
Based upon the foregoing, it is my opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
