EXHIBIT 5.1

                                    LEGAL OPINION





                                   LAW OFFICES OF 
                                  MARK J. RICHARDSON
                             WILSHIRE PALISADES BUILDING
                                  1299 OCEAN AVENUE
                                      SUITE 900
                            SANTA MONICA, CALIFORNIA 90401
                               TELEPHONE (310) 393-9992
                               FACSIMILE (310) 393-2004



                                  October ___, 1996



Incomnet, Inc.
21031 Ventura Boulevard, Suite 1100
Woodland Hills, California 91364

    RE: INCOMNET, INC. - VALIDITY OF ISSUANCE OF SHARES

Ladies and Gentlemen:

We have acted as special counsel to you in connection with the registration on
Form S-3 (File No. 333-3635 under the Securities Act of 1933, as amended
("Registration Statement"), of a total of 788,500 shares of the Common Stock of
Incomnet, Inc., no par value, comprised of (i) 75,000 shares (the "Underlying
Shares") issuable upon the exercise of 75,000 warrants (the "Warrants") to
purchase Common Stock at an exercise price of $4.50 per share at any time until
December 31, 1998, (ii) 451,000 outstanding shares (the "Outstanding Shares")
issued upon the conversion of 8% convertible promissory notes previously issued
by the Company, pursuant to settlement agreements, or in private placements
pursuant to Section 4(2) of the Securities Act of 1933, as amended, (iii) a
minimum of 88,500 shares (also referred to herein as the "Underlying Shares")
issuable upon the conversion of 365 outstanding Series A 2% Convertible
Preferred Stock, and (iv) up to 214,000 unissued shares (the "Shares") which may
be issued in the future pursuant to settlement agreements or in open market
sales under Rule 415 through a registered broker-dealer.  You have requested our
opinion in connection with the registration of the Shares, the Underlying Shares
and the Outstanding Shares covered by the Prospectus, dated October 18, 1996
(the "Prospectus").  In connection with our acting as counsel, we have examined
the laws of the State of California together with the form of Warrant attached
as Exhibit 4.4 to the Registration Statement, the Certificate of Determination
for Series A 2% Convertible Preferred Stock attached as Exhibit 3.3 to the
Registration Statement, the Prospectus, and certain other documents and
instruments prepared on behalf of Incomnet, Inc. as we have deemed necessary and
relevant in the preparation of our opinion as hereinafter set forth.

In our examination, we have assumed the genuineness of all signatures on
original documents and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies of originals, the authenticity of
such latter documents, and the proper execution, delivery and filing of the
documents referred to in this opinion.

Based upon the foregoing, we are of the opinion that the Shares, the Outstanding
Shares and the Underlying Shares issued and to be issued by Incomnet, Inc.
pursuant to the exercise of the Warrants, the terms of the settlement
agreements, and the terms of the Prospectus have been and will be duly created
and have been and will be validly issued shares of the Common Stock, no par
value, of Incomnet, Inc.  Upon payment for the Shares, the Outstanding Shares
and the




Underlying Shares and full compliance with all of the terms and conditions
relating to the issuance of the Shares and the Underlying Shares and the sale of
the Outstanding Shares set forth in the Prospectus and in the Warrants, the
Shares, the Outstanding Shares and the Underlying Shares will be fully paid and
nonassessable.

For the purposes of this opinion we are assuming the proper execution of all
Warrants, the Certificate of Determination of Series A 2% Convertible Preferred
Stock, the Registration Rights Agreement, the Purchase Agreement for the Series
A 2% Convertible Preferred Stock, settlement agreements, subscription agreements
and conversion agreements, and that the appropriate certificates are duly filed
and recorded in every jurisdiction in which such filing and recordation is
required in accordance with the laws of such jurisdictions. We express no
opinion as to the laws of any state or jurisdiction other than California.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name in the Registration
Statement and the Prospectus which is a part of said Registration Statement.



                                       Respectfully submitted,




                                       Mark J. Richardson, Esq.