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[MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. LETTERHEAD]



                                December 10, 1999



Online Resources & Communications Corporation
7600 Colshire Drive
McLean, Virginia 22102

Gentlemen:

     We have acted as counsel to Online Resources & Communications Corporation,
a Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-8 (the "Registration Statement"), pursuant to which the Company is
registering the issuance under the Securities Act of 1933, as amended, of
2,538,211 shares of its common stock, $.0001 par value per share (the "Common
Stock"), and pursuant to a resale prospectus an additional 147,715 shares of its
previously issued Common Stock which will be sold by certain shareholders of the
Company (the "Shares"). This opinion is being rendered in connection with the
filing of the Registration Statement. All capitalized terms used herein and not
otherwise defined shall have the respective meanings given to them in the
Registration Statement.

     In connection with this opinion, we have examined the Company's Amended and
Restated Certificate of Incorporation and Restated By-Laws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and the
Registration Statement and the exhibits thereto.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.

     Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized by the Company and (ii) the Shares, when sold,
will have been duly and validly issued, fully paid and non-assessable shares of
the Common Stock, free of preemptive rights.

     Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed


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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

December 10, 1999
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herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction.

     We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to the reference to us under the caption "Legal Matters" in the prospectus
included in the Registration Statement.

                                           Very truly yours,

                                           /s/

                                           Mintz, Levin, Cohn, Ferris,
                                           Glovsky and Popeo, P.C.