May 31, 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. Richard Epstein, Chris Hensen, and Robert Graham have acted
and will continue to act as consultants to the Company.
3. In their capacities as consultants, the above-named
individuals have 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 these individuals are 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.
