EXHIBIT 5.1

                          October 26, 2001


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

 Ladies and Gentlemen:

      We have  acted as  counsel to  Dial-Thru International  Corporation,  a
 Delaware corporation (the  "Company"), in connection  with the  registration
 under the Securities Act of 1933, as amended (the "1933 Act"), of the resale
 of up to 2,880,906 shares (the "Shares") of the Company's common stock,  par
 value $.001 per share  (the "Common Stock").   This opinion is delivered  to
 you in accordance with the requirements of Item 601(b)(5) of Regulation  S-K
 under the 1933 Act in connection with the Registration Statement on Form S-3
 (File  No.  333-71401)(the   "Registration  Statement"),   filed  with   the
 Securities and Exchange Commission (the "Commission") under the 1933 Act  to
 register the resale of the Shares.

      In  rendering  the  opinion  set  forth  herein,  we  have  made   such
 investigations of fact and law, and examined such documents and instruments,
 or copies thereof  established to our  satisfaction to be  true and  correct
 copies thereof, as we have deemed necessary under the circumstances.

      Based upon the foregoing and such other examination of law and fact  as
 we have deemed  necessary, and in  reliance thereon, we  are of the  opinion
 that the Shares have been duly authorized and, upon issuance pursuant to the
 terms of the applicable convertible note or warrant, will be validly issued,
 fully paid and non-assessable.

      We hereby consent to the  filing of this opinion  as an exhibit to  the
 Registration Statement and to the reference  to this firm under the  caption
 "Legal Matters"  in the  prospectus  which is  a  part of  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
 1933 Act or the rules and regulations of the Commission thereunder.

                          Very truly yours,

                          /s/ RIORDAN & MCKINZIE