December 27, 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  15,609,940  shares  of common  stock,  $.00001  par value  (the
          "Shares"),  which may be offered by certain Selling Shareholders named
          in the  Registration  Statement  and (a) held by persons who  acquired
          shares pursuant to the  acquisition of Visualcom,  Inc. by the Company
          (the "Visualcom Shares"), (b) held by persons who acquired shares in a
          private  placement  pursuant  to the  acquisition  of  Visualcom  (the
          "Placement Shares"),  (c) issuable upon exercise of warrants issued in
          connection with the Visualcom  acquisition (the "Visualcom  Warrant"),
          or (d) issuable  upon  conversion  or exercise  of, or otherwise  with
          respect to, 3% Convertible  Debentures (the "Debentures") and warrants
          which may be issued in a private placement (the "Placement 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  Visualcom
Warrants, the Debentures,  the Placement 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 27, 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