[FRANKLIN, CARDWELL & JONES LETTERHEAD]
                                   Exhibit 5.1
                                  June 7, 2002

iExalt, Inc.
12000 Aerospace Avenue
Suite 375
Houston, Texas 77034 - 5576

Ladies and gentlemen:

      We have acted as counsel for iExalt, Inc. (the "Company") in connection
with the registration statement on Form S-8 of the Company (the "Registration
Statement"), which is being filed on or about the date hereof by the Company
with the Securities and Exchange Commission under the Securities Act of 1933 (as
amended, the "Act"), for the registration under the Act of 85,000 shares (the
"Shares") of the Common Stock, $.05 par value per share, of the Company ("Common
Stock") to be issued by the Company under the Fee Agreement between the Company
and Christian, Wukoson, Smith & Jewell, R.L.L.P. (the "Plan").

      In the capacity as counsel for the Company, we have familiarized ourselves
with the organizational and governing documents of the Company, as the same are
in effect on the date hereof. We have examined all statutes and other records,
instruments and documents pertaining to the Company that we have deemed
necessary to examine for the purpose of this opinion.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares issued pursuant to the Plan prior to the date hereof have been validly
issued, are fully paid and non-assessable. Moreover, we are of the opinion that
the Shares to be issued in accordance with the terms of the Plan, will be
validly issued, fully paid, and non-assessable.

      We are members of the Bar of the State of Texas and we do not express an
opinion herein concerning any other law other than the laws of the State of
Texas and the federal law of the United States.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,

                                    FRANKLIN, CARDWELL & JONES


                                    /s/ Franklin, Cardwell & Jones