[ARNOLD & PORTER LETTERHEAD]


                                  June 28, 2002


Board of Directors
ePHONE Telecom, Inc.
1145 Herndon Parkway
Herndon, Virginia  20170-5535

         Re:      Registration Statement on Form S-8

Gentlemen:

         We have acted as counsel to ePHONE Telecom, Inc. (the "Company") in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the Company's 2000 Long-Term Incentive Plan (the "2000
Plan") filed by the Company with the Securities and Exchange Commission covering
6,000,000 shares of common stock, par value $0.001 per share (the "Common
Stock"), issuable pursuant to the 2000 Plan.

         In connection with rendering the opinions set forth in this letter, we
have examined such corporate records of the Company, including, the 2000 Plan,
the Company's Amended and Restated Articles of Incorporation, its Amended and
Restated By-laws, and resolutions of the Board of Directors and stockholders of
the Company, as well as made such investigation of matters of fact and law and
examined such other documents as we deem necessary for rendering the opinions
hereinafter expressed.

         The opinions set forth herein are subject to the following
qualifications, which are in addition to any other qualifications contained
herein:

         A. We have assumed without verification the genuineness of all
signatures on all documents, the authority of the parties (other than the
Company) executing such documents, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as copies.

         B. The opinions set forth herein are based on existing laws,
ordinances, rules, regulations, court and administrative decisions as they
presently have been interpreted and we can give no assurances that our opinions
would not be different after any change in any of the foregoing occurring after
the date hereof.

         C. We have assumed without verification that, with respect to
the minutes of any meetings of the Board of Directors or any committees thereof
of the Company or of the stockholders of the Company that we have examined, due
notice of the meetings was given or duly waived, the minutes accurately and
completely reflect all actions taken at the meetings and a quorum was present
and acting throughout the meetings.


         D. We have assumed without  verification  the accuracy and completeness
of all corporate records made available to us by the Company.

         E. We express no opinion as to the effect or application of any laws or
regulations  other than the general  corporation law of the State of Florida and
the  federal  laws of the  United  States.  As to matters  governed  by the laws
specified in the foregoing  sentence,  we have relied  exclusively on the latest
standard  compilations  of such  statutes  and laws as  reproduced  in  commonly
accepted unofficial publications available to us.

         Based on the  foregoing,  upon the  assumptions  that  there will be no
material changes in the documents we have examined and the matters  investigated
referred to above,  we are of the opinion  that the  6,000,000  shares of Common
Stock  subject to the 2000 Plan have been duly  authorized  by the  Company  and
that, when issued upon the exercise of options and stock appreciation  rights or
as incentive  shares in accordance with the terms of the 2000 Plan and for legal
consideration of not less than $0.001 per share, will be validly issued and will
be fully  paid and  nonassessable,  and when  issued  pursuant  to the  award of
restricted  stock in  accordance  with the  terms of the 2000 Plan and for legal
consideration  of not less than $0.001 per share,  will be validly  issued,  and
upon the lapse of restrictions provided under such award, will be fully paid and
nonassessable.

         This letter does not  address  any matters  other than those  expressly
addressed  herein.  This  letter is given for your sole  benefit and use. No one
else is  entitled  to rely  hereupon.  This  letter  speaks  only as of the date
hereof.  We undertake no  responsibility  to update or  supplement it after such
date.

         We hereby  consent to your  filing of this  opinion as Exhibit 5 to the
Registration Statement and to reference to our firm in Item 5 thereof. By giving
such 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, as
amended,  or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                                     Very truly yours,

                                                     /s/ Arnold & Porter

                                                     ARNOLD & PORTER