June 2, 1998




Global TeleMedia International, Inc.
55 Marietta Street
Suite 1760
Atlanta, Georgia  30303


                  Re:      Registration Statement on Form S-8
                           Global TeleMedia International, Inc.

Gentlemen:

                  We are acting as counsel for Global TeleMedia International,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of the
offering and sale of up to 3,065,574 shares (the "Shares") of the Company's
common stock, par value $0.004 per share (the "Common Stock). The 3,065,574
Shares constitute: (i) 392,307 shares of Common Stock which have been issued to
certain employees and consultants of the Company as compensation for services
previously rendered to the Company, and (ii) up to 2,673,267 shares of Common
Stock which may be issued by the Company upon the exercise of certain options
granted to certain employees and consultants of the Company. A Registration
Statement on Form S-8 covering the Shares (the "Registration Statement") is
being filed under the Act with the Securities and Exchange Commission.

                  In rendering the opinions expressed herein, we have reviewed
such matters of law as we have deemed necessary and have examined copies of such
agreements, instruments, documents and records as we have deemed relevant.

                  In rendering the opinions expressed herein, we have assumed
the genuineness and authenticity of all documents examined by us and of all
signatures thereon, the legal capacity of all natural persons executing such
documents, the conformity to original documents of all documents submitted to us
as certified or conformed copies or photocopies and the completeness and
accuracy of the certificates of public officials examined by


Global Telemedia International, Inc.
June 2, 1998
Page


us. We have made no independent factual investigation with regard to any such
matters.


                  Based upon the foregoing and subject to the qualifications
stated herein, it is our opinion that the Shares, including the securities to be
issued upon the exercise of any stock options ("Options") duly granted pursuant
to the terms of the related agreements, when issued, paid for and delivered upon
the exercise of such Options, in accordance with the terms of the related
agreements, will be validly issued, fully paid and non-assessable.

                  The opinions expressed herein are limited to matters involving
the federal laws of the United States and to the corporate laws of the State of
Delaware, and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.

                  We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the use of the name of our firm in the
Registration Statement in the caption entitled "Interests of Named Experts and
Counsel."

                  The opinions expressed herein are rendered solely for your
benefit in connection with the transaction described herein. Except as otherwise
provided herein, this opinion may not be used or relied upon by any person, nor
may this letter or any copies thereof be furnished to a third party, filed with
a governmental agency, quoted, cited or otherwise referred to without our prior
written consent.

                                         Respectfully submitted,



                                         MATTHIAS & BERG LLP