Exhibit 5

                                 FORM OF OPINION

                                                                    May 29, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  BestNet Communications Corp.
          2000 Incentive Stock Plan

Ladies and Gentlemen:

     We have  acted  as  counsel  to  BestNet  Communications  Corp.,  a  Nevada
corporation  (the "Company"),  in connection with its Registration  Statement on
Form S-8 (the "Registration  Statement") filed under the Securities Act of 1933,
as  amended,  relating to the  registration  of  5,000,000  shares of its Common
Stock,  $.001 par value (the "Shares"),  issuable pursuant to the Company's 2000
Incentive Stock Plan (the "Plan").

     In that connection,  we have examined minutes of a meeting of the Company's
Board of Directors held on July 5, 2000, at which the Shares were authorized for
issuance  under the Plan.  We have further  examined such  documents,  corporate
records and other  instruments as we have deemed  necessary or  appropriate  for
purposes of this opinion,  including the  Certificate of  Incorporation  and the
Bylaws of the Company,  including all  amendments  thereto.  For purposes of our
opinion,  we have assumed the availability of a sufficient  number of authorized
and unissued shares at the time of such issuance.

     Based upon the  foregoing,  we are of the  opinion  that the  Shares,  when
issued  and sold in  accordance  with the  terms of the  Plan,  will be  validly
issued, fully paid and nonassessable.

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


                                        Very truly yours,

                                        SQUIRE, SANDERS & DEMPSEY L.L.P.