[GRAPHIC  OMITTED]

[GRAPHIC  OMITTED]

November  22,  2000

e-Financial  Depot.com,  Inc.
150  -  1875  Century  Park  East
Century  City,  CA  90067

Attention:  John  Huguet,  President

Dear  Sirs:

RE:     REGISTRATION  STATEMENT  ON  FORM  S-8

          We  are  counsel  to  e-Financial  Depot.com,  Inc. (the "Company"), a
Delaware  corporation,  and have assisted in the preparation of the Registration
Statement  of  the  Company  on Form S-8 (the "Registration Statement") covering
1,950,000  common shares (the "Shares") in the capital of the Company granted or
issuable:

1.     as  to  175,000  shares, pursuant to an employment agreement, dated as of
October  17,  2000,  between  the  Company  and  Jon  H.  Marple;

2.     as  to  65,000  shares,  pursuant to an employment agreement, dated as of
October  17,  2000,  between  the  Company  and  JR  Marple;

3.     as  to  530,000 shares, pursuant to an agreement dated as of November 22,
2000,  between  the  Company  and  El  Hudda;  and

4.     as to 1,180,000 shares, pursuant to an agreement dated as of November 22,
2000,  between  the  Company  and  Amin  Zool.

          We  have  examined  originals  or  copies,  certified  or  otherwise
identified  to  our  satisfaction  of  the  resolutions  of the directors of the
Company with respect to the matters herein.  We have also examined such statutes
and  public  and  corporate  records  of  the  Company, and have considered such
questions  of  law  as  we have deemed relevant and necessary as a basis for the



opinion  expressed herein.  We have for the purposes of this opinion assumed the
genuineness  of all signatures examined by us, the authenticity of all documents
and  records  submitted  to  us  as originals and the conformity to all original
documents  of  all  documents  submitted  to  us  as  certified,  photostatic or
facsimile  copies.

          Based  upon  and  subject  to  the  foregoing,  and  subject  to  the
qualifications  hereinafter  expressed, we are of the opinion that each Share to
be  issued  and  sold by the Company pursuant to the Registration Statement will
be,  when  sold  and  paid  for  pursuant to the terms of the Agreement, validly
issued,  fully  paid  and  non-assessable.

          We  are  barristers  and  solicitors  qualified to practice law in the
Province of British Columbia and the State of California.  Our opinion expressed
above  is limited to the present laws of the Province of British Columbia and of
the  federal  laws  of  Canada  and  the  United  States.  This opinion is being
furnished  solely  in  connection  with the filing of the Registration Statement
with the Securities and Exchange Commission, and we hereby consent to the use of
this  opinion as an exhibit to the Registration Statement.  This opinion may not
be  relied  upon,  used  by or distributed to any person or entity for any other
purpose  without  our  prior  written  consent.

Yours  truly,

CLARK,  WILSON

/s/ Clark, Wilson