EXHIBIT 5.1
 
                      [RICHARDSON & ASSOCIATES LETTERHEAD]
 
                                October   , 1998
 
Consumer Net Marketplace, Inc.
1900 Los Angeles Avenue, Second Floor
Simi Valley, California 93065
 
       RE: CONSUMER NET MARKETPLACE, INC--VALIDITY OF ISSUANCE OF SHARES
 
Ladies and Gentlemen:
 
    We have acted as special counsel to you in connection with the registration
on Form S-1 under the Securities Act of 1933, as amended ("Registration
Statement"), of a total of 4,000,000 shares of the Common Stock of Consumer Net
Marketplace, Inc. no par value, comprised of (i) 3,596,577 shares of Common
Stock to be issued (the "Shares") and (ii) 403,423 outstanding shares of Common
Stock (the "Outstanding Shares"). You have requested our opinion in connection
with the registration of the Shares and the Outstanding Shares covered by the
Prospectus, dated October 8, 1998 (the "Prospectus"). In connection with our
acting as counsel, we have examined the laws of the State of California together
with certain other documents and instruments prepared on behalf of Consumer Net
Marketplace, Inc. as we have deemed necessary and relevant in the preparation of
our opinion as hereinafter set forth.
 
    In our examination, we have assumed the genuineness of all signatures on
original documents and the authenticity of all documents submitted to us as
originals, the conformity to original documents to all documents submitted to us
as certified, conformed or photostatic copies of originals, the authenticity of
such latter documents, and the proper execution, delivery and filing of the
documents referred to in this opinion.
 
    Based upon the foregoing, we are of the opinion that the Shares and the
Outstanding Shares and the Shares sold by Consumer Net Marketplace, Inc.
pursuant to the terms of the Prospectus have been and will be duly created and
have been and will be validly issued shares of the Common Stock, no par value,
of Consumer Net Marketplace, Inc. Upon payment for the Shares and the
Outstanding Shares and full compliance with all of the terms and conditions
relating to the issuance of the Shares and the sale of the Outstanding Shares
set forth in the Prospectus, the Shares and the Outstanding Shares will be fully
paid and nonassessable.
 
    For the purposes of this opinion, we are assuming the that the appropriate
certificates are duly filed and recorded in every jurisdiction in which such
filing and recordation is required in accordance with the laws of such
jurisdictions. We express no opinion as to the laws of any state or jurisdiction
other than California.
 
    We consent to the use of this opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name in the Registration
Statement and the Prospectus which is a part of said Registration Statement.
 
                                          Respectfully submitted,
                                          Mark J. Richardson
 
MJR:csc