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.