L. VAN STILLMAN, P.A.                      1177 George Bush Boulevard, Suite 308
Attorney-At-Law                                      DELRAY BEACH, FLORIDA 33483
                                                        Telephone (561) 330-9903

L. Van Stillman                                         Facsimile (561) 330-9116
Admitted in Florida and Pennsylvania                    E-Mail van@stillman.net
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                                                            May 3, 2000


Access Power, Inc.
10033 Sawgrass Drive West
Suite 100
Ponte Vedra Beach, FL 32082

RE:       ACCESS POWER, INC.
          REGISTRATION STATEMENT SB-2 (FILE NO. 333-34946)

Gentlemen:

         At your  request,  I have examined the  Registration  Statement on Form
SB-2 (the "Registration Statement") filed by Access Power, Inc. (the "Company"),
a Florida corporation,  with the Securities and Exchange Commission with respect
to the registration under the Securities Act of 1933, as amended,  of 14,925,562
shares of Common Stock,  par value $0.001 per share, of the Company (the "Common
Stock") and 1,400,000 Warrants to purchase common stock (the "Warrants"),  to be
sold by certain  selling  shareholders  of the  Company,  as  identified  in the
Registration Statement.

         As your corporate  counsel,  and in connection  with the preparation of
this  opinion,  I have  examined  the  originals  or copies  of such  documents,
corporate records, certificates of public officials and officers of the Company,
and other  instruments  related to the  authorization and issuance of the Common
Stock, as I deemed relevant or necessary for the opinion expressed herein. Based
upon the foregoing,  it is my opinion that the shares of Common Stock to be sold
by the selling  shareholders will, when sold, be legally issued, fully paid, and
nonassessable  and that the Company has the power,  and has properly  issued the
1,400,000 Warrants.

         I  hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement and further  consent to the use of my name in the "Legal
Matters"  section  of  the  Registration  Statement,  including  the  Prospectus
constituting a part thereof, and any amendments thereto.

                                            Very truly yours,
                                            LAW OFFICE OF L. VAN STILLMAN, P.A.



                                            /s/ L. Van Stillman
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                                            L. Van Stillman, President