Ex. 5.1

                 Wildeboer Rand Thomson Apps & Dellelce
                         Suite 810, P.O. Box
                       1 First Canadian Place
                      Toronto, Ontario M5X 1A9




                            October 7, 1998


Intecorp Excelle, Inc.
1880 Ormont Drive
Toronto, Ontario
Canada M9L 2V4


Gentlemen:

      You have requested our opinion, as counsel for Intercorp Excelle, Inc., 
in Ontario, Canada (the "Company"), in connection with the registration 
statement on Form S-8 (the "Registration Statement"), under the Securities 
Act of 1933 (the "Act"), being filed by the Company with the Securities and
Exchange Commission.

      The Registration Statement relates to an offering of 500,000 shares of 
common stock, no par value ("Common Stock") underlying the options (the 
"Selling Stockholder Shares"), issued pursuant to the 1997 Stock Option Plan.

      We have examined such records and documents and made such examinations 
of law as we have deemed relevant in connection with this opinion. It is our 
opinion that the Selling Stockholder Shares, upon receipt by the Company of 
the exercise price therefore, fully paid, validly issued and are 
non-assessable.

      We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement. In so doing, we do not admit that we are in the 
category of persons whose consent is required under Section 7 of the Act of 
the rules and regulations of the Securities and Exchange Commission 
promulgated thereunder.


                             Very truly yours,


                             /s/ Wildeboer Rand Thomson Apps & Dellelce




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