May 17, 1999



AutoTradeCenter.com Inc.
8135 East Butherus, Suite 3
Scottsdale, Arizona 85260

Gentlemen:

As counsel for your company,  we have  reviewed your Articles of  Incorporation,
Bylaws,  and such other corporate records,  documents,  and proceedings and such
questions of law as we have deemed relevant for the purpose of this opinion.

We have also  examined  the  Registration  Statement of your company on Form S-1
which was  initially  transmitted  for filing with the  Securities  and Exchange
Commission (the  "Commission") on May 17, 1999,  covering the registration under
the Securities Act of 1933, as amended, of the following:

(a)      100,000 shares of Common Stock to be issued upon exercise of Common
         Stock Purchase Warrants; and

(b)      up to 1,146,341 shares of Common Stock to be issued upon conversion of
         outstand ing shares of Series B Preferred Stock; and

including  the  exhibits  and  form  of  prospectus  (the  "Prospectus")   filed
therewith.

On the basis of such examination, we are of the opinion that:

1.       The Company is a corporation duly organized,  validly existing,  and in
         good standing under the laws of the State of Arizona with all requisite
         corporate  power and  authority  to own,  lease,  license,  and use its
         properties and assets and to carry on the businesses in which it is now
         engaged.

2.       The Company has an authorized capitalization as set forth in the
         Prospectus.







AutoTradeCenter.com Inc.
May 17, 1999
Page 2

3.       The shares of Common Stock of the Company to be issued upon the
         exercise of the Warrants are validly authorized and, assuming (a) the
         shares of Common Stock so issuable will be validly authorized on the
         dates of exercise, (b) on the dates of exercise, the Warrants will be
         enforceable as to the Company in accordance with their terms, and (c)
         no change occurs in the applicable law and the pertinent facts, when
         the pertinent provisions of such "blue sky" and securities laws as may
         be applicable have been complied with and (d) the Warrants are
         exercised in accor dance with their terms, the shares of Common Stock
         so issuable will be validly issued, fully paid, and nonassessable.

4.       The shares of Common Stock of the Company to be issued upon conversion
         of the Series B Preferred Stock of the Company are validly authorized
         and, assuming (a) the shares of Common Stock so issuable will be
         validly authorized on the dates of conversion, (b) no change occurs in
         the applicable law of the pertinent facts when the pertinent provisions
         of such "blue sky" and securities laws as may be applicable have been
         complied with, and (c) such shares of Series B Preferred Stock are
         converted in accordance with the terms of the Statement Pursuant to
         Section 10-602 Regarding the Series B Preferred Stock, the shares of
         Common Stock so issuable will be validly issued, fully paid, and
         nonassessable.

We hereby consent to the use of our name in the Registration Statement and
Prospectus in the section captioned "Legal Matters," and we also consent to the
filing of this opinion as an exhibit thereto. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Commission thereunder.

                                            Very truly yours,


                                            /S/DILL DILL CARR STONBRAKER
                                               & HUTCHINGS, P.C.
                                            DILL DILL CARR STONBRAKER
                                            & HUTCHINGS, P.C.