HSBC Building, 800 - 885 West Georgia St., Vancouver BC  V6C 3H1  Canada  Tel.:
                      (604) 687-5700  Fax:  (604) 687-6314
Associated with:  Eiko Sogo Law Office, Attorneys & Counsellors at Law, Osaka,
    Japan.  Some lawyers at Clark, Wilson practice through law corporations.

                                      Reply  Attention  of:     DAVID  J.  COWAN
                                      Direct  Telephone:     (604)  643-3178
                                      EMail  Address:     DJC@CWILSON.COM
                                      Website  Address:     WWW.CWILSON.COM
                                   Our  File  No.:     22481-1  /  D/LMC/74206.1
March  14,  2000

Board  of  Directors
efinancial  depot.com,  Inc.
1005  -  750  West  Pender  Street
Vancouver,  BC  V6C  2T8

ATTENTION:  JOHN  HUGUET

Dear  Sirs:

          We  are  counsel  to  efinancial  depot.com,  Inc.  (the "Company"), a
Delaware  corporation,  and have assisted in the preparation of the Registration
Statement  of  the  Company  on Form S-8 (the "Registration Statement") covering
3,500,000  common shares (the "Shares") in the capital of the Company granted or
issuable pursuant to the Company's 1999 Stock Option Plan dated October 31, 1999
(the  "1999  Plan).
          We  have  examined  originals  or  copies,  certified  or  otherwise
identified  to  our  satisfaction  of  the  resolutions  of the directors of the
Company with respect to the matters herein.  We have also examined such statutes
and  public  and  corporate  records  of  the  Company, and have considered such
questions  of  law  as  we have deemed relevant and necessary as a basis for the
opinion  expressed  herein.  We  have, for the purposes of this opinion, assumed
the  genuineness  of  all  signatures  examined  by  us, the authenticity of all
documents  and  records  submitted  to us as originals and the conformity to all
original documents of all documents submitted to us as certified, photostatic or
facsimile  copies.
          Based  upon  and  subject  to  the  foregoing, and subject also to the
qualifications  hereinafter  expressed, we are of the opinion that each Share to
be  issued  and  sold by the Company pursuant to the Registration Statement will
be,  when  sold  and  paid  for  pursuant to the terms of the 1999 Plan, validly
issued,  fully  paid  and  non-assessable.
          This  opinion  is being furnished solely in connection with the filing
of  the  Registration Statement with the Securities and Exchange Commission, and
we  hereby  consent to the use of this opinion as an exhibit to the Registration
Statement.  This  consent  is  not to be construed as an admission that we are a
person  whose  consent  is  required  to  be  filed  with  the

Registration  Statement  under  the  provisions  of  the Securities Act 1933, as
amended.  This  opinion  may  not  be relied upon, used by or distributed to any
person  or  entity  for  any  other  purpose  without our prior written consent.

Yours  truly,

CLARK,  WILSON
/s/ Clark, Wilson