Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
(949) 975-0544
November 6, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of three million
(3,000,000) shares of its common stock ("Shares"), $0.001 par
value per Share, which are being offered by a certain selling
shareholder of the Company.
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.
