SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP



                               June 2, 2000




 Official Payments Corporation
 Three Landmark Square
 Stamford,  CT  06901-2501

                Re:  Official Payments Corporation Registration Statement on
                     Form S-8

 Ladies and Gentlemen:

           We have acted as special counsel to Official Payments
 Corporation, a Delaware corporation ("Official Payments"), in connection
 with the Registration Statement on Form S-8 (the "Registration Statement")
 filed by Official Payments with the Securities and Exchange Commission (the
 "Commission") pursuant to the Securities Act of 1933, as amended (the
 "Securities Act"), on the date hereof.

           The Registration Statement relates to the proposed issuance by
 Official Payments of up to 1,250,000 shares of Official Payments common
 stock, par value $.01 per share (the "Common Stock"), pursuant to the
 Official Payments Corporation 2000 Stock Incentive Plan (the "Plan").

           This opinion is being furnished in accordance with the
 requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

           In connection with rendering this opinion, we have examined and
 are familiar with originals or copies, certified or otherwise identified to
 our satisfaction, of the following documents: (i) the Registration
 Statement; (ii) the Certificate of Incorporation of Official Payments, as
 amended to the date hereof; (iii) the Bylaws of Official Payments, as
 amended to the date hereof; (iv) resolutions of the Board of Directors of
 Official Payments in connection with its approval of the Plan; (vi) a
 specimen certificate of Common Stock; and (vii) such other certificates,
 instruments and documents as we considered necessary or appropriate for the
 purposes of this opinion.

           In our examination, we have assumed the genuineness of all
 signatures, the legal capacity of natural persons, the authenticity of all
 documents submitted to us as originals, the conformity to original
 documents of all documents submitted to us as certified, conformed or
 photostatic copies and the authenticity of the originals of such copies.
 As to any facts material to the opinion expressed herein which we have not
 independently established or verified, we have relied upon statements and
 representations of officers and other representatives of Official Payments
 and others.

           Members of our firm are admitted to the Bar of the State of New
 York, and we do not express any opinion as to the law of any other
 jurisdiction except for the General Corporation Law of the State of Delaware.

           Based upon and subject to the foregoing, we are of the opinion
 that the shares of Common Stock, when issued and paid for in accordance
 with the terms and conditions of the Plan, will be duly authorized, validly
 issued, fully paid and non-assessable.

           We hereby consent to the filing of this opinion as an exhibit to
 the Registration Statement.  In giving this consent, however, we do not
 thereby admit that we are within the category of persons whose consent is
 required under Section 7 of the Securities Act and the rules and
 regulations of the Commission thereunder.


                          Very truly yours,

                          /s/ Skadden, Arps, Slate, Meagher & Flom LLP