EXHIBIT 5.1

                LEGAL OPINION AND CONSENT OF MARK J. RICHARDSON, ESQ.
                    WITH RESPECT TO SECURITIES BEING REGISTERED





                                   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



                                  November ___, 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. _______ under the Securities Act of 1933, as amended 
("Registration Statement"), of a total of 990,000 shares of the Common Stock 
of Incomnet, Inc., no par value, comprised of (i) 950,000 shares (the 
"Underlying Shares") issuable upon the conversion of 2,075 shares of Series A 
2% Convertible Preferred Stock and (ii) 40,000 outstanding shares (the 
"Outstanding Shares") issued upon the conversion of 8% convertible promissory 
notes previously issued by the Company in private placements pursuant to 
Section 4(2) of the Securities Act of 1933, as amended.  You have requested 
our opinion in connection with the registration of the Underlying Shares and 
the Outstanding Shares covered by the Prospectus, dated November 22, 1996 
(the "Prospectus").  In connection with our acting as counsel, we have 
examined the laws of the State of California together with 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 Outstanding Shares 
and the Underlying Shares issued and to be issued by Incomnet, Inc. pursuant 
to the conversion of the Series A 2% Convertible Preferred Stock 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 



full compliance with all of the terms and conditions relating to the issuance 
of the Underlying Shares and the sale of the Outstanding Shares set forth in 
the Prospectus and in the documents governing the Series A 2% Convertible 
Preferred Stock, 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 the 
Certificate of Determination for the Series A 2% Convertible Preferred Stock, 
the Registration Rights Agreement, the Purchase Agreement for the Series A 2% 
Convertible Preferred Stock, 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.