5.1 (1)           Opinion of Michael S. Krome, P.C.



                             MICHAEL S. KROME, P.C.
                                  8 Teak Court
                           Lake Grove, New York 11755



                                January 14, 2002


The Board of Directors
90 Park Avenue, Suite 1700
New York, NY 10016

Gentlemen:

         You have requested my opinion as counsel for Fonecash, Inc., a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of 1933, as amended (the  "Securities  Act"),  and the Rules and
regulations  promulgated  thereunder,  of an aggregate of 7,275,730  shares (the
"Shares")  of the  Company's  common  stock,  par value  $0.0001  per share (the
"Common  Stock"),  pursuant  to a  Registration  Statement  on  Form  SB-2  (the
"Registration Statement").

         For  purposes  of  this  opinion,  I  have  examined  the  Registration
Statement filed with the Securities and Exchange Commission on or about the date
hereof,  including the prospectus which is a part thereof (the "Prospectus") and
the  exhibits  thereto.  I have  also  been  furnished  with and  have  examined
originals or copies,  certified or otherwise  identified to my satisfaction,  of
all such records of the Company, agreements and other instruments,  certificates
of officers and representatives of the Company, certificates of public officials
and other  documents as I have deemed it necessary to require as a basis for the
opinions hereafter expressed. As to questions of fact material to such opinions,
I have,  where relevant facts were not  independently  established,  relied upon
certifications  by principal  officers of the Company.  I have made such further
legal and actual  examination and investigation as I deem necessary for purposes
of rendering the following opinions.

         In my examination I have assumed the genuineness of all signatures, the
legal  capacity  of  natural  persons,  the  correctness  of facts  set forth in
certificates,  the  authenticity of all documents  submitted to me as originals,
the  conformity  to  original  documents  of all  documents  submitted  to me as
certified or photostatic  copies,  and the authenticity of the originals of such
copies.




         I am a member of the bar of the State of New York.  My  opinions  below
are limited to the laws of the State of New York, the General Corporation Law of
the State of  Delaware,  including  all  applicable  provisions  of the Delaware
Constitution and reported  judicial  decisions  interpreting  these laws and the
federal securities laws of the United States.

         Based on the foregoing, it is my opinion that

         1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of  Delaware,  with  corporate  power to conduct the
business it conducts as described in the Registration Statement;

         2. The Corporation has an authorized capitalization as set forth in the
Registration Statement;

         3. The Registered  Securities,  when sold and issued in accordance with
the  Registration  Statement and the final  prospectus  thereunder,  and for the
Consideration  therein  referred  to,  will be  legally  issued,  fully paid and
non-assessable; and

         4. The Warrants issued as part of the private placement  offering,  and
exchangeable  for 2,500,000  shares,  have been duly and validly  authorized and
created and,  subject to payment for the exercise  thereof pursuant to the terms
of the said  Warrant,  the Common  Stock  issued as a result of  exercise of the
Warrants will be duly and validly issued as fully paid and non-assessable shares
of Common Stock; and

         I  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and  consent  to the use of my name  under the  caption
"Legal Matters" in the Prospectus.

Sincerely,


/s/ Michael S. Krome, Esq.