L. VAN STILLMAN, P.A.
Attorney-At-Law
301 Yamato Road, Suite 1200
Boca Raton, Florida  33431
(661) 989-8400



December 28, 1998

Access Power, Inc.
10033 Sawgrass Drive West
Suite 100
Ponte Vedra Beach, FL  32082

RE:  Access Power, Inc.
     Registration Statement SB-2 (File No. 333-65069)

Gentlemen:

     At your request, I have examined the Registration Statement on
Form SB-2 (the "Registration Statement") filed by Access Power, Inc.
(the "Company"), a Florida corporation, with the Securities and
Exchange Commission with respect to the registration under the
Securities Act of 1933, as amended, of 8,500,000 shares of Common
Stock, par value $0.001 per share, of the Company (the "Common
Stock"), to be sold by certain selling shareholders of the company, as
identified in the Registration Statement.

     As your corporate counsel, and in connection with the preparation
of this opinion, I have examined the originals or copies of such
documents, corporate records, certificates or public officials and
officers of the Company, and other instruments related to the
authorization and issuance of the Common Stock, as I deemed relevant
or necessary for the opinion expressed herein.  Based upon the
foregoing, it is my opinion that the shares of Common Stock to be sold
by the selling shareholders will, when sold, be legally issued, fully
paid, and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of my name in
the "Legal Matters" section of the Registration Statement, including
the Prospectus constituting a part thereof, and any amendments
thereto.


                              Very truly yours,

                              LAW OFFICE OF L. VAN STILLMAN, P.A.



                               /s/ L. Van Stillman
                              L. Van Stillman, Esq.