Hart &Trinen, LLP
1624 Washington St.
Denver, CO 80203
(303) 839-0061
(303) 839-5414 Fax
August 10, 2000
Medcom USA, Incorporated
18001 Cowan
Suite C & D
Irvine, CA 92614
This letter will constitute an opinion upon the legality of the sale by certain
Selling Shareholders of Medcom USA, Incorporated, a Delaware corporation
("Medcom"), of up to 16,723,459 shares of Common Stock, all as referred to in
the Registration Statement on Form S-3 filed by Medcom with the Securities and
Exchange Commission.
We have examined the Articles of Incorporation, the Bylaws and the minutes of
the Board of Directors of Medcom and the applicable laws of the State of
Delaware, and a copy of the Registration Statement. In our opinion, Medcom was
authorized to issue the shares of stock mentioned above and such shares will,
when sold, be legally issued, fully paid and non-assessable.
Very truly yours,
HART & TRINEN
William T. Hart
