[LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY LLP]


                               February 8, 2000

Cybernet Internet Services International, Inc.
Stefan-George-Ring 19-23
D-81929 Munich
Germany

Ladies and Gentlemen:

     We have served as counsel for Cybernet Internet Services International,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, pursuant to the
Company's Registration Statement on Form S-1 filed on November 24, 1999, and
amended on January 11, 2000 and on this date (the "Registration Statement"),
with respect to the resale, from time to time, of:

     1.  $50,002,183 13% Convertible Senior Subordinated Discount Notes due 2009
         ("Discount Notes") issued pursuant to an indenture dated as of
         August 26, 1999 between the Company and The Bank of New York, as
         trustee, registrar and paying agent;

     2.  (Euro)25,000,000 principal amount of Pay-In-Kind Notes due 2009 ("PIK
         Notes") issued pursuant to an indenture dated as of August 26, 1999
         between the Company and The Bank of New York, as trustee, registrar and
         paying agent;

     3.  5,617,138 shares of the Company's common stock which are issuable upon
         conversion of the Discount Notes and PIK Notes ("Shares").

     We have examined and are familiar with originals or copies (certified or
otherwise identified to our satisfaction) of such documents, corporate records
and other instruments relating to the incorporation of the Company and to the
authorization and issuance of the Discount Notes, PIK Notes and Shares as we
have deemed necessary and advisable.

     In rendering the opinions expressed below, we have assumed, with your
permission, without independent investigation or inquiry: (a) the legal capacity
of all natural persons executing documents; (b) the authenticity of all
documents submitted to us; (c) the genuineness of all signatures on all
documents that we have examined; and (d) the conformity to authentic originals
of documents submitted to us as certified, conformed or photostatic copies. As
to all questions of fact material to the opinions specified herein, we have
relied upon certificates of



Cybernet Internet Service International, Inc.
February 8, 2000
Page 2

officers of the Company. With respect to certificates of public officials, we
have assumed that all such certificates are accurate and properly given and
have relied on the factual matters set forth in such certificates.

     Based upon the foregoing, in reliance thereon, and having regard for such
legal considerations that we have deemed relevant, it is our opinion that:

     1.  The Discount Notes and PIK Notes have been validly authorized and
         issued by the Company and represent valid and binding obligations of
         the Company enforceable against the Company in accordance with their
         terms, except as such enforceablity may be subject to: (a) bankruptcy,
         insolvency, fraudulent conveyance or transfer, reorganization,
         moratorium or other similar laws affecting creditors' rights generally,
         and (b) general principles of equity (regardless of whether such
         enforcement is considered in a proceeding in equity or at law).

     2.  The Shares will be legally and validly issued, fully paid and
         non-assessable when issued upon conversion of the Discount Notes
         or PIK Notes.

     We hereby consent to the reference of our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required by the Securities Act or by the rules and regulations promulgated
thereunder.


                          Very truly yours,

                          /s/ Powell, Goldstein, Frazer & Murphy LLP
                          ----------------------------------------------
                          POWELL, GOLDSTEIN, FRAZER & MURPHY LLP