EXHIBIT 5 - OPINION RE: LEGALITY

                              Marc R. Tow & Associates
                            3900 Birch Street, Suite 113
                              Newport Beach, CA 92660

June 4, 2003

INTERNET BUSINESS INTERNATIONAL, INC.
8635 W. Sahara Avenue, Suite 433
Las Vegas, Nevada 89119


Gentlemen,

We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by INTERNET BUSINESS INTERNATIONAL, INC.
("Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"). The Registration
Statement relates to an aggregate of 30,000,000 shares of the Common
Stock of the Company, par value $0.001 per share (the "Shares")
pursuant to the 2003 STOCK COMPENSATION PLAN II.

As counsel for the Company, we have examined such corporate records,
documents and such question of law as we have considered necessary or
appropriate for purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the
issuance of the Shares and that the Shares being registered pursuant
to the Registration Statement, when issued will be duly authorized,
legally issued, fully paid and non-assessable. This opinion does not
cover any matters related to any re-offer or re-sale of the shares by
and Plan Beneficiaries, once properly and legally issued pursuant to
the Plan as described in the Registration Statement.

We hereby consent to the filing 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 Act. This
opinion is not to be used, circulated, quoted or otherwise referred
to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the date
hereof. This opinion does not address or relate to any specific state
securities laws. We assume no duty to communicate with the Company in
respect to any matter which comes to our attention hereafter.

Cordially,

/s/ Marc R. Tow
Marc R. Tow, Esq.