Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
September 8, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form SB-2 POS
Dear Sir/Madame:
I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form SB-2 POS relating to the registration of 61,000,000 shares
of its common stock ("Shares"), $0.001 par value per Share.
In my representation I have examined such documents, corporate
records, and other instruments as I 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 and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, 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, will be validly issued, fully
paid, and non-assessable.
My opinion is limited by and subject to the following:
(a) In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws
of the State of Nevada.
(b) In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity
and completeness of all documents submitted to me as originals,
the conformity to the originals of all documents submitted to me
as copies and the authenticity and completeness of the originals
of all documents submitted to me as copies. I have also assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authority of all persons executing documents on
behalf of the parties thereto other than the Company, and the
due authorization, execution and delivery of all documents by
the parties thereto other than the Company. As to matters of
fact material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public
officials and have assumed the same to have been properly given
and to be accurate.
(c) My opinion is based solely on and limited to the federal
laws of the United States of America and the Nevada Revised
Statutes. I express no opinion as to the laws of any other
jurisdiction.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
