5.1

                             Michael S. Krome, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755


                                                       June 27, 2001


FoneCash,  Inc.
90  Park  Avenue,  Suite  1700
New  York,  NY  10016

Ladies  and  Gentlemen:

          You  have  requested  an  opinion  with  respect to certain matters in
connection  with the filing by Fonecash, Inc., )the "Company") of a Registration
Statement  on  Form  S-8(the  "Registration  Statement")  being  filed  with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
covering  the registration of 800,000 shares of Common Stock of the Company, par
value  $0.0001  per  share  (the  "Shares").

          The  share to be covered by the Registration Statement include 800,000
Shares  of  Common  Stock  of the Company in the name of Reginald L. Clarke, for
consulting services pursuant to a Consulting  Agreement entered into between the
Company  and  the  Consultant  dated  June  14,  2001

          In  connection  with this opinion, I have examined and relied upon the
Company's  Articles of Incorporation and By-Laws, the Minutes of the Meetings of
the Broad of Directors of the Company, as well as originals or copies, certified
to  my  satisfaction,  of  such  records, documents, certificates, memoranda and
other instruments as in my judgment are necessary or appropriate to enable me to
render  the  opinion  contained  herein.  I  have  assumed  the  genuineness and
authenticity  of  all  documents  submitted  to me as copies thereof and the due
execution,  delivery  or  filing of documents, where such execution, delivery or
filing  are  a  prerequisite  to  the  effectiveness  thereof.

          I have also reviewed the previous  filings of the Company, and for the
purposes of this opinion have relied upon representations of the Company that it
is  current  in  its  filings  and  that  the  filings  are  true  and  accurate
representations of the state of the Company when the documents were filed. Based
upon  and  subject to the foregoing, we are of the opinion that, when issued and
paid for in accordance with the Consulting Agreement, the Shares will be validly
issued,  fully  paid  and  non-assessable.

     I  am  a  member  of  the  bar  of the State of New York and am licensed or
admitted to practice in any other jurisdiction. My opinions below are limited to
the  laws  of the State of New York, the General Corporation Law of the State of
Delaware  and  the  federal  securities  laws  of  the  United  States.



     On the basis of the foregoing, and in reliance thereon, I am of the opinion
that  the  Shares, when issued in accordance with the Registration Statement and
the  Consulting Agreement, will be validly issued, fully paid and non-assessable
shares of the Common Stock of the Company, and do not need to bear a restrictive
legend  upon  them.

     I  consent  to the filing of this opinion as an exhibit to the Registration
Statement.


                                        Very  truly  yours,


/s/Michael  S.  Krome
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                                        Michael  S.  Krome