EXHIBIT  5  -  OPINION  RE:  LEGALITY


                            MARC R. TOW & ASSOCIATES
                          3900 Birch Street, Suite 113
                             Newport Beach, CA 92660

August 19,  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
50,000,000 shares of the Common Stock of the Company, par value $0.001 per share
(the  "Shares")  pursuant  to  the  2003  EMPLOYEES  AND  CONSULTANTS  PLAN.

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.


                                       16