DIETERICH & ASSOCIATES LETTERHEAD


                               November  6,  2000


Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Judiciary  Plaza
Washington,  DC  20549

     RE:     PAYFORVIEW.COM  CORP.

Ladies  and  Gentlemen:

     This  office  represents  PayForView.com  Corp,  a  Nevada corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8  under  the  Securities  Act  of  1933 (the "Registration Statement"), which
relates  to the sale of 3,345,000 shares of the Registrant's Common Stock issued
to  certain  individuals  for employment and consulting services (the "Shares").

In  connection  with  our  representation,  we  have examined such documents and
undertaken  such  further  inquiry  as  we  consider necessary for rendering the
opinion  hereinafter  set  forth.

     Based upon the foregoing, it is our opinion that the Registered Securities,
when  sold  as  set forth in the Registration Statement, will be legally issued,
fully  paid  and  nonassessable.

     We  hereby  consent  to  the  inclusion of this opinion in the Registration
Statement  and  to the filing of this opinion as Exhibit 5.1 to the Registration
Statement  and with such state regulatory agencies in such states as may require
such filing in connection with the registration of the Registered Securities for
offer  and  sale  in  such  states.


                                   Very  truly  yours,


                                 /S/ Dieterich & Associates
                                 Dieterich  &  Associates

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