Exhibit 5.1

                                                     October 22, 1999

Internet Commerce Corporation
805 Third Avenue
New York, New York  10022

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

                  We have acted as counsel to Internet Commerce  Corporation,  a
Delaware corporation (the "Registrant"),  in connection with the preparation and
filing of a Registration  Statement on Form S-3 (the  "Registration  Statement")
with the Securities and Exchange Commission (the "Commission"),  with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 22,000  shares (the  "Shares") of Class A Common  Stock,  par value
$.01 per share.

                   In connection with the  registration  of the Shares,  we have
reviewed  copies  of  the  Registration  Statement,  the  Amended  and  Restated
Certificate    of    Incorporation,    as   amended   (the    "Certificate    of
Incorporation"),and  the By-laws of the Registrant,  resolutions of the Board of
Directors  of the  Registrant  and such other  documents  and records as we have
deemed  necessary  to enable us to express an  opinion  on the  matters  covered
hereby.  In rendering this opinion,  we have (a) assumed (i) the  genuineness of
all  signatures on all documents  examined by us, (ii) the  authenticity  of all
documents  submitted to us as  originals  and (iii) the  conformity  to original
documents of all documents  submitted to us as photostatic  or conformed  copies
and the  authenticity  of the  originals of such  copies;  and (b) relied on (i)
representations,  statements and certificates of public officials and others and
(ii) as to matters of fact,  statements,  representations  and  certificates  of
officers and representatives of the Registrant.




                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares are validly issued, fully paid and non-assessable.

                  We hereby  consent to the use of this opinion as an exhibit to
the Registration  Statement.  In giving the foregoing consent, we do not thereby
admit that we are in the  category of persons  whose  consent is required  under
Section 7 of the Act or the rules and regulations of the Commission thereunder.


                                       Very truly yours,

                                       /s/ Kramer Levin Naftalis & Frankel LLP
                                       ---------------------------------------
                                         Kramer Levin Naftalis & Frankel LLP