June 28, 2000

Board of Directors
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, CA  90731

Gentlemen;

We  have acted as securities counsel for eConnect ("eConnect"  or
the  "Company").  You  have asked us to render  this  opinion  to
eConnect.

You have advised that:

  1.   eConnect is current in its reporting responsibilities to the
     Securities and Exchange Commission as mandated by the Securities
     Exchange Act of 1934, as amended
2.   Louis Sabatasso and Laurie Belger have acted and will
continue to act as consultants to the Company.
3.   In their capacities as consultants, the above-named
individuals have provided bona-fide services to the Company which
are not in relation to the offer or sale of securities in a
capital-raising transaction, and which did not either directly or
indirectly promote or maintain a market for eConnect's
securities.
4.   eConnect has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of
eConnect.
5.   The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of eConnect. These shares shall be registered pursuant to a
Registration Statement on Form S-8 and may be issued without
restrictive legend.

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  eConnect 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.