EX-5

                           OPINION RE: LEGALITY

                            Brian F. Faulkner
                     A Professional Law Corporation
                     27127 Calle Arroyo, Suite 1923
                  San Juan Capistrano, California 92675
                            (949) 240-1361


                            April 7, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  FreeStar Technology Corporation - Form S-8 POS

Dear Sir/Madame:

I have acted as counsel to FreeStar Technology Corporation, a
Nevada corporation ("Company"), in connection with its Registration
Statement on Form S-8 POS relating to the registration of 10,000,000
shares of its common stock ("Shares"), $0.001 par value per Share,
which are issuable pursuant to the Company's Amended and Restated Non-
Employee Directors and Consultants Retainer Stock Plan (Amendment No. 3).

In my representation I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation, and all amendments thereto, and
Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that
the Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the Shares, when
issued and sold, will be validly issued, fully paid, and non-
assessable.

My opinion is limited by and subject to the following:

     (a)  In rendering my opinion I have assumed that, at the time of
each issuance and sale of the Shares, the Company will be a
corporation validly existing and in good standing under the laws of
the State of Nevada.

     (b)  In my examination of all documents, certificates and
records, I have assumed without investigation the authenticity and
completeness of all documents submitted to me as originals, the
conformity to the originals of all documents submitted to me as copies
and the authenticity and completeness of the originals of all
documents submitted to me as copies.  I have also assumed the
genuineness of all signatures, the legal capacity of natural persons,
the authority of all persons executing documents on behalf of the
parties thereto other than the Company, and the due authorization,
execution and delivery of all documents by the parties thereto other
than the Company.  As to matters of fact material to this opinion, I
have relied upon statements and representations of representatives of
the Company and of public officials and have assumed the same to have
been properly given and to be accurate.

     (c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada Revised
Statutes.  I express no opinion as to the laws of any other
jurisdiction.

                                       Sincerely,


                                       /s/  Brian F. Faulkner
                                       Brian F. Faulkner, Esq.