Exhibit 5.1

             [LETTERHEAD OF CHRISMAN BYNUM & JOHNSON APPEARS HERE]

October 3, 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 1,500,000 shares (the "Shares") of common stock of
the Company, no par value ("Common Stock"), consisting of 1,500,000 shares
underlying 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 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.