GLAST, PHILLIPS & MURRAY
                            A PROFESSIONAL CORPORATION

                                                       2200 ONE GALLERIA TOWER
                            ATTORNEYS AND COUNSELORS   13355 NOEL ROAD, L.B. 48
RONALD L. BROWN, P.C.                                  DALLAS, TEXAS 75240-6657

DIRECT DIAL NUMBER:                                    TELEPHONE: (972) 419-8300
(972) 419-8302                                         FAX: (972) 419-8329
E-mail: rbrown@gpm-law.com

                                February 29, 2000


MAX Internet Communications, Inc.
8115 Preston Road, Eighth Floor East
Dallas, Texas 75225

     Re:  Form  S-3  Registration  Statement  relating  to the  registration  of
          1,830,001  shares of common  stock,  $.0001 par value of MAX  Internet
          Communications, Inc.

Gentlemen:

      We are acting as counsel for MAX Internet  Communications,  Inc., a Nevada
corporation (the "Company"),  in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form S-3
filed with the Securities  and Exchange  Commission  ("SEC") (the  "Registration
Statement"),  covering an aggregate of 1,830,001 shares (the "Shares") of common
stock, par value $.0001 per share (the "Common Stock"), of the Company which may
be issued and sold by certain selling stockholders.

      In that connection,  we have examined the Form S-3 Registration  Statement
in the form to be filed with the SEC.  We have also  examined  and are  familiar
with the originals or authenticated  copies of all corporate or other documents,
records and instruments  that we have deemed  necessary or appropriate to enable
us to render the opinion expressed below.

      We have assumed that all  signatures on all documents  presented to us are
genuine,  that all  documents  submitted  to us as  originals  are  accurate and
complete,  that all  documents  submitted  to us as copies are true and  correct
copies  of the  original  thereof,  that  all  information  submitted  to us was
accurate and complete and that all persons executing the delivering originals or
copies of  documents  examined by us were  competent to execute and deliver such
documents.  In addition,  we have assumed that the Shares will not be issued for
consideration  equal to less  than the par  value  thereof  and that the form of
consideration  to be  received  by the  Company  for the  Shares  will be lawful
consideration under the Nevada Revised Statutes.

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      Based on the foregoing and having due regard for the legal  considerations
we deem relevant, we are of the opinion that the Shares, or any portion thereof,
when sold as described  in the  Registration  Statement,  will have been validly
issued and fully paid, and are nonassessable.

      This opinion may be filed as an exhibit to the Registration Statement.

                                               Glast, Phillips & Murray, P.C.
                                               ---------------------------------
                                               /s/Glast, Phillips & Murray, P.C.

RLB/lrs












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