June 9, 1997


ImageMatrix Corporation
400 S. Colorado Boulevard, Suite 500
Denver, CO  80222

Ladies and Gentlemen:

We have acted as counsel to ImageMatrix Corporation (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") registering under the Securities Act of 1933,
as amended, an aggregate of 7,911,149 shares (the "Shares") of common stock of
the Company, no par value ("Common Stock"), consisting of 2,278,568 shares of
presently issued and outstanding shares of Common Stock, 3,450,000 shares that
may be issued upon conversion of Series A Convertible Preferred Stock
("Preferred Stock") and 2,182,581 shares underlying options or warrants to
purchase Common Stock ("Warrants"). As such, we have examined the Registration
Statement, the Company's Articles of Incorporation, as amended, Bylaws, and
minutes of meetings of the Company's Board of Directors.

Based upon the foregoing, and assuming that the Shares will be issued and sold
in accordance with the Registration Statement at a time when effective, we are
of the opinion that, upon issuance of the Shares and receipt of the
consideration to be paid for the Shares, as applicable, the shares of Common
Stock, the shares of Common Stock to be issued upon conversion of the Preferred
Stock and the shares of Common Stock to be issued upon the exercise of the
Warrants in accordance with their terms at a time when the Registration
Statement is effective, will be validly issued, fully paid and non-assessable
securities of the Company.

We consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our firm in the Prospectus which is made a
part of the Registration Statement.

Very truly yours,


/s/ CHRISMAN, BYNUM & JOHNSON, P.C.


CHRISMAN, BYNUM & JOHNSON, P.C.