Exhibit 5.1  Opinion re: legality


                        [JOEL SEIDNER, ESQ. LETTERHEAD]


                                August 20, 2003


Edward Alexander, Chief Executive Officer
BentleyCapitalCorp.com Inc.
1150 Marina Village Parkway, Suite 103
Alameda, California 94501

Dear Mr. Alexander:

     As counsel for BentleyCapitalCorp.com Inc., a State of Washington
corporation (the "Company"), you have requested me to render this opinion in
connection with the Registration Statement of the Company on Form SB-2
("Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed with the Securities and Exchange Commission relating to
the resale of 2,986,000 shares of common stock, par value $.0001 per share (the
"Common Stock") by certain security holders of the Company who are listed as the
Selling Stockholders in the Registration Statement.

     I am familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, I have reviewed the Registration
Statement and such other documents and certificates of public officials and of
officers of the Company with respect to the accuracy of the factual matters
contained therein as I have felt necessary or appropriate in order to render the
opinions expressed herein. In making my examination, I have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions I have not independently verified.

     Based upon the foregoing, I am of the opinion that:

     Based upon the foregoing, I am of the opinion that:

1.   The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Washington.

2.   The shares of Common Stock are validly issued, fully paid and
nonassessable.

     I consent to the use in the Registration Statement of the reference to Joel
Seidner, Esq. under the heading "Legal Matters."

     This opinion is conditioned upon the Registration Statement being declared
effective by the Securities and Exchange Commission and upon compliance by the
Company with all

applicable provisions of the Securities Act and such state securities rules,
regulations and laws as may be applicable.


                                      Very truly yours,



                                      /s/ Joel Seidner, Esq.


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