Exhibit 5.1
                             Holland & Knight LLP
                           2100 Pennsylvania Avenue
                                  Suite 400
                            Washington, D.C. 20037


 December 27, 2000


 Dial-Thru International Corporation
 700 South Flower
 Suite 2950
 Los Angeles, California 90017

      Re:  Dial-Thru International Corporation -- Registration Statement on
           Form S-3 (File No. 333-______)

 Gentlemen:

      We refer to the  Registration Statement (the "Registration  Statement")
 on  Form  S-3  (File  No.  333-______),  filed  by  Dial-Thru  International
 Corporation (the "Company"),  with the Securities  and Exchange  Commission,
 for the purpose of registering under the Securities Act of 1933 an aggregate
 of  2,254,285  shares (the  "Shares") of  the authorized  common stock,  par
 value $.001 per share (the "Common Stock"), of the Company being offered  to
 the public.

      In connection with the foregoing registration, we have acted as counsel
 for the Company,  and have examined  originals, or copies  certified to  our
 satisfaction of all such corporate records  of the Company, certificates  of
 public officials and representatives of the Company, and other documents  as
 we deemed  it necessary  to require  as a  basis for  the opinion  hereafter
 expressed.

      Based on the foregoing, and having regard for legal considerations that
 we deem  relevant,  it is  our  opinion that  the  Shares, when  issued  and
 delivered in accordance with  the terms of  the instruments governing  their
 issuance,  will  be  duly  authorized,   legally  issued,  fully  paid   and
 nonassessable.

      We hereby consent to  the filing of  this opinion as Exhibit 5.1 to the
 Registration Statement, and to the reference to this firm under the  caption
 "Legal Matters" in the Registration Statement.   In giving such consent,  we
 do not thereby admit that we are in the category of persons whose consent is
 required under Section 7 of the Securities Act.

                                    Very truly yours,


                                    /s/ Holland & Knight LLP


                                    Holland & Knight LLP