5

Ex-5.1

OPINION  RE  LEGALITY

                             [CORPORATE LETTERHEAD]
                                 Bryan Cave, LLP
                                 2020 Main Street
                             Irvine, California 92614
   March 23,  2001

Intercare.com,  Inc.
900  Wilshire  Blvd.,  Suite  500
Los  Angeles,  CA  90017

     Re:  Pre-Effective Amendment to Registration  Statement  on  Form  SB-2


Gentlemen:

     At  your  request, we have examined the Current Amendment to Registration
Statement on Form SB-2 in connection with the registration and sale of up to
5,000,000 shares of Common Stock of Intercare.com-dx, Inc., a California
corporation (the "Company"), issuable by  the  Company, which are to be sold
by the Company  in the manner described in the  Registration  Statement
(the  "Shares").

     We have examined the proceedings heretofore taken and are familiar with the
procedures  proposed  to  be  taken  by  the  Company  in  connection  with  the
authorization,  issuance,  and  sale  of the Shares.  It is our opinion that the
Shares to be sold by the Company pursuant to the Registration Statement, will be
legally issued,  fully  paid,  and  non-assessable.

We  consent  to  the  use  of  this  opinion  as  an exhibit to the Registration
Statement.

Very  truly  yours,
BRYAN  CAVE  LLP