Exhibit 5.1




                                     May 6, 1997




Global TeleMedia International, Inc.
1121 Alderman Drive
Suite 200
Alpharetta, Georgia  30202


         Re:  Registration Statement on Form S-8 
              Global TeleMedia International, Inc.
         -----------------------------------------

Gentlemen:

   We are acting as counsel for Global TeleMedia International, Inc., a 
Florida corporation (the "Company"), in connection with the registration 
under the Securities Act of 1933, as amended (the "Act"), of the offering and 
sale of up to 400,000 shares (the "Shares") of the Company's common stock, 
par value $0.004 per share (the "Common Stock") which may be issued by the 
Company upon the exercise of certain stock options granted to a consultant of 
the Company as compensation for consulting services previously rendered to 
the Company pursuant to a Stock Option Agreement between the Company and 
Matthias & Berg LLP, dated April 28, 1997 (the "Contract"). A Registration 
Statement on Form S-8 covering the Shares (the "Registration Statement") is 
being filed under the Act with the Securities and Exchange Commission.

   In rendering the opinions expressed herein, we have reviewed such matters 
of law as we have deemed necessary and have examined copies of such 
agreements, instruments, documents and records as we have deemed relevant.

   In rendering the opinions expressed herein, we have assumed the 
genuineness and authenticity of all documents examined by us and of all 
signatures thereon, the legal capacity of all natural persons executing such 
documents, the conformity to original documents of all documents submitted to 
us as certified or conformed copies or photocopies and the completeness and 
accuracy of the certificates of public officials examined by us.  We have 
made no independent factual investigation with regard to any such matters.



Global TeleMedia International, Inc.
May 6, 1997
Page 2

   Based upon the foregoing and subject to the qualifications stated herein, 
it is our opinion that the Shares, issued or to be issued upon the exercise 
of any stock options duly granted pursuant to the Contract, when issued, paid 
for and delivered upon the exercise of such stock options, in accordance with 
the terms of the Contract, will be validly issued, fully paid and 
non-assessable.

   The opinions expressed herein are limited to matters involving the federal 
laws of the United States and to the corporate laws of the State of Florida, 
and we express no opinion as to the effect on the matters covered by this 
opinion of the laws of any other jurisdiction.

   We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement and the reference to our firm therein under the 
caption "Interests of Named Experts and Counsel."

   The opinions expressed herein are rendered solely for your benefit in 
connection with the transaction described herein.  Except as otherwise 
provided herein, this opinion may not be used or relied upon by any person, 
nor may this letter or any copies thereof be furnished to a third party, 
filed with a governmental agency, quoted, cited or otherwise referred to 
without our prior written consent.

                                       Respectfully submitted,




                                       MATTHIAS & BERG LLP