June 15, 2000
Board of Directors
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, CA 90731
Gentlemen;
We have acted as securities counsel for eConnect ("eConnect" or
the "Company"). You have asked us to render this opinion to
eConnect.
You have advised that:
1. eConnect is current in its reporting responsibilities to the
Securities and Exchange Commission as mandated by the Securities
Exchange Act of 1934, as amended
2. Ryan Kavanaugh has acted and will continue to act as a
consultant to the Company.
3. 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 eConnect's securities.
4. eConnect has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of
eConnect.
5. The shares to be issued to this individual is pursuant to
corporate resolution and the approval of the Board of Directors
of eConnect. These shares shall be registered pursuant to a
Registration Statement on Form S-8.
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 eConnect 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.
