EXHIBIT 5.2

                               February 26, 1999

ProsoftTraining.com
3001 Bee Caves Rd., Suite 100
Austin, TX 78746

        Re:  Registration Statement on Form S-3
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Gentlemen:

        We have acted as your legal counsel in the preparation of the Form S-3 
Registration Statement ("Registration Statement") which has been filed with the 
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 7,007,532 shares of 
Common Stock, $.001 par value, of ProsoftTraining.com, a Nevada corporation (the
"Company"). A legal opinion as to 2,796,563 of those shares has previously been 
delivered by the former general counsel of the Company. This opinion is 
delivered as to the remaining 4,210,969 shares, of which 516,246 are currently 
issued and outstanding (the "Existing Shares"), 1,688,473 shares (the "Warrant 
Shares") are issuable upon exercise of outstanding common stock purchase 
warrants (the "Warrants"), and 2,006,250 shares (the "Convertible Note Shares") 
are issuable upon conversion of existing outstanding convertible promissory 
notes (the "Convertible Notes").

        As such legal counsel, we have made such legal and factual inquiries as 
we deemed necessary under the circumstances for the purposes of rendering this 
opinion. In reliance thereon, we are of the opinion that:

        (i)     The Existing Shares have been legally and validly issued and are
fully paid and nonassessable;

        (ii)    The Warrant Shares, when issued pursuant to the terms of the 
Warrants, shall be legally and validly issued, fully paid and nonassessable; and

        (iii)   The Convertible Note Shares, when issued upon conversion of the 
Convertible Notes pursuant to the terms of the Convertible Notes, shall be 
legally and validly issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.

                                Sincerely,

                                /s/ HEWITT & McGUIRE, LLP

                                HEWITT & McGUIRE, LLP