Exhibit  5.1

September  6,  2002


The  Board  of  Directors
Interspace  Enterprises,  Inc.
7825  Fay  Avenue,  Ste.  200
La  Jolla,  California  92037

Gentlemen:

     I  refer  to  the  Registration  Statement  filed  on  form SB-2/A with the
Securities  and  Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") relating to an aggregate of 80,296,991 Shares of
the Common Stock of the Company, $0.0001 par value, (the "Shares") to be issued.

     As  special  counsel  to the Company (Commission File Number 000-28465) , I
have  examined  the  laws of the State of Colorado, corporate records, documents
and  such  questions  of  law  as I have considered necessary or appropriate for
purposes  of  this  opinion  and, upon the basis of such examination, advise you
that  in  my  opinion,  all  necessary  corporate proceedings have been taken to
authorize  the  issuance  of  the  shares  and  that the shares being registered
pursuant  to  the Registration Statement, when issued, will be fully authorized,
legally  issued,  fully  paid  and  non-assessable.

     I  hereby  consent  to  the  filing  of  this  opinion as an exhibit to the
Registration  Statement  as  amended.  This consent is not to be construed as an
admission  that  I  am  a  person whose consent is required to be filed with the
Registration  statement  under  the  provisions  of  the  Act.

Very  truly  yours,


/s/  W.  Andrew  Stack
W.  Andrew  Stack,  Esq.

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