Michal S. Tamer
                        5805 Sepulveda Blvd., 8th Floor
                               Van Nuys, CA 91411




                               September 24, 2001


GenesisIntermedia, Inc.
5805 Sepulveda Blvd., 8th Floor
Van Nuys, CA 91411

         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

     I have examined the Registration Statement on Form S-3 proposed to be filed
with the  Securities  and Exchange  Commission  (the  "Commission")  on or about
September 24, 2001 (as such may be amended or  supplemented,  the  "Registration
Statement"),  in connection  with the  registration  under the Securities Act of
1933, as amended (the "Act"),  of 6,467,740  shares of common  stock,  par value
$.001 per share (the "Shares") of GenesisIntermedia,  Inc. (the "Company").  The
Shares  are  to be  sold  by the  selling  stockholders  as  described  in  such
Registration Statement. All of the Shares being sold by the selling stockholders
were or  will  be  sold  by the  Company  and  Ramy  El-Batrawi  to the  selling
stockholders  and  thereafter  will be sold by the selling  stockholders  to the
public.  I have examined the  proceedings  taken and proposed to be taken by the
Company in connection with the issuance and sale of the shares.

     Based on the foregoing, it is my opinion that the registration and issuance
of the  Shares  have been duly  authorized  and that the  Shares  that have been
issued are legally and validly issued,  fully paid and  non-assessable and that,
upon  conclusion  of the  proceedings  to be taken prior to the  issuance of the
Shares  issuable  upon  exercise  of the  warrants,  when issued and sold in the
manner  described  in  the  Registration  Statement,  including  payment  of the
exercise price for the warrants,  will be legally and validly issued, fully paid
and non-assessable.

     I consent to the use of this  opinion  as an  exhibit  to the  Registration
Statement and further  consent to the use of my name  wherever  appearing in the
Registration Statement, including the prospectus constituting a part thereof, as
such may be further amended or supplemented, or incorporated by reference in any
Registration  Statement relating to the prospectus filed pursuant to Rule 462(b)
of the Act. In giving this consent,  I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission thereunder.


                                   Very truly yours,



                                  /s/  Michel S. Tamer