[Letterhead of Cadwalader, Wickersham & Taft]

January 18, 2000



Official Payments Corporation
2333 San Ramon Valley Boulevard, Suite 450
San Ramon, CA 94583

Re:   Registration Statement on Form S-8
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Ladies and Gentlemen:

We have acted as counsel to Official Payments Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Company's
Registration Statement on Form S-8 (the "Registration Statement"), relating to,
among other things, the offer and sale of up to an aggregate of 6,900,000 shares
(the "Shares") of its Common Stock, par value $.01 per share, issuable pursuant
to the Official Payments Corporation 1999 Stock Incentive Plan (the "Stock
Plan"). The Plan has been incorporated by reference as exhibits to the
Registration Statement.

In rendering the opinions set forth below, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. Based upon the foregoing and upon such examination of law as we
have deemed necessary, we are of the opinion that (1) the Shares have been duly
authorized under the Company's Certificate of Incorporation and (2) when issued
and paid for as described in the Registration Statement, the Shares will be
validly issued, fully paid and nonassessable.

The opinions expressed herein are limited to the General Corporation Law of the
State of Delaware.








We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby concede that
we are within the category of persons whose consent is required under the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission thereunder.

Very truly yours,




Cadwalader, Wickersham & Taft