June 20, 2000
E-commerce Group, Inc.
856 15th Street
North Vancouver, BC
V7P 1M6

Gentlemen;

We  have  acted as securities counsel for E-commerce Group,  Inc.
("ECGM"  or  the  "Company"). You have asked us  to  render  this
opinion to E-commerce Group, Inc.

You have advised that:

  1.    E-commerce  Group,  Inc.  is  current  in  its  reporting
     responsibilities to the Securities and Exchange Commission as
     mandated by the Securities Exchange Act of 1934, as amended
2.   Daniel G. Chapman and Sean P. Flanagan have acted as legal
counsel on behalf of the Company.
3.   E-commerce Group, Inc. has agreed to issue its common stock
to the above-named individuals as compensation for their services
on behalf of E-commerce Group, Inc.
4.   The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of E-commerce Group, Inc. These shares shall be registered
pursuant to a Registration Statement on Form S-8.

We  have read such documents as have been made available  to  us.
For purposes of this opinion, we have assumed the authenticity of
such documents.

Based  on the accuracy of the information supplied to us,  it  is
our  opinion  that E-commerce Group, Inc. may avail itself  of  a
Registration Statement on Form S-8, and is qualified to do so. It
is  our  further  opinion  that the above-named  individuals  are
proper  persons qualified to receive shares which are  registered
in a Registration Statement on Form S-8.

We  consent  to  the  use  of  this letter  in  the  Registration
Statement filed on Form S-8.

                                        Sincerely,


                                        /s/ Chapman & Flanagan,
                                        Ltd.
                                        Chapman & Flanagan, Ltd.