December 21, 2000



Fusion Networks Holdings, Inc.
8115 N.W. 29th Street
Miami, Florida 33122

         Re:      Form S-3 Registration Statement

Gentlemen:

     You have  requested  that we furnish you our legal  opinion with respect to
the legality of the following described  securities of Fusion Networks Holdings,
Inc. (the "Company")  covered by a Form S-3 Registration  Statement,  as amended
through  the  date  hereof  (the  "Registration  Statement"),   filed  with  the
Securities  and  Exchange   Commission  for  the  purpose  of  registering  such
securities under the Securities Act of 1933:

     1.   Up to  8,782,432  shares  of common  stock,  $.00001  par  value  (the
          "Shares"),  which may be offered by certain Selling Shareholders named
          in the Registration  Statement and held or issuable upon conversion or
          exercise  of, or  otherwise  with  respect to, 6% Secured  Convertible
          Debentures (the  "Debenture")  and $1.50 Warrants  (collectively,  the
          "Warrants").

     In connection with this opinion,  we have examined the corporate records of
the Company, including the Company's Articles of Incorporation,  Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Debentures, the
Warrants, the Registration Statement, and such other documents and records as we
deemed relevant in order to render this opinion.

     Based on the  foregoing,  it is our opinion  that,  after the  Registration
Statement  becomes  effective  and the Shares have been issued and  delivered as
described  therein,   the  Shares  will  be  validly  issued,   fully  paid  and
non-assessable.




Fusion Networks Holdings, Inc.
December 21, 2000
Page 2


We hereby  consent to the filing of this  opinion with  Securities  and Exchange
Commission as an exhibit to the  Registration  Statement and further  consent to
statements made therein regarding our firm and use of our name under the heading
"Legal  Matters"  in the  Prospectus  constituting  a part of such  Registration
Statement.

                                                  Sincerely,

                                                  VANDERKAM & SANDERS

                                                  /s/ Vanderkam & Sanders