EXHIBIT 5


                         Glast, Phillips & Murray, P.C.
                          815 Walker Street, Suite 1250
                              Houston, Texas 77002
                                 (713) 237-3135


March 5, 2004


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  International Trust and Financial Systems, Inc. - Form S-8

Gentlemen:

     I have acted as counsel to International Trust and Financial Systems, Inc.,
a  Florida  corporation  (the  "Company"),  in  connection with its Registration
Statement  on  Form  S-8 relating to the registration of 6,000,000 shares of its
common  stock  ("Incentive Shares"), par value $0.001 per Incentive Share, which
are  issuable  pursuant  to  the Company's Employee Stock Incentive Plan for the
Year 2004, as well as the registration of 2,000,000 shares of its common ("Stock
Shares"),  par  value $0.001 per Stock Share, which are issuable pursuant to the
Company's  Non-Employee  Directors  and  Consultants Retainer Stock Plan for the
Year  2004.

     In my representation I have examined such documents, corporate records, and
other  instruments as have been provided to me for the purposes of this opinion,
including, but not limited to, the Articles of Incorporation, and all amendments
thereto,  and  Bylaws  of  the  Company.

     Based  upon  and  in  reliance  on  the  foregoing,  and  subject  to  the
qualifications  and  assumptions  set  forth  below,  it  is my opinion that the
Company  is  duly organized and validly existing as a corporation under the laws
of  the  State  of  Florida, and that the Incentive Shares and the Stock Shares,
when  issued  and  sold, will be validly issued, fully paid, and non-assessable.

     My opinion is limited by and subject to the following:

     (a)  In  rendering  my  opinion  I  have  assumed that, at the time of each
issuance  and  sale  of  the  Shares,  the Company will be a corporation validly
existing  and  in  good  standing  under  the  laws  of  the  State  of Florida.

     (b)  In  my  examination of all documents, certificates and records, I have
assumed  without  investigation,  the  authenticity  and  completeness  of  all
documents  submitted  to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of the
originals  of  all documents submitted to me as copies.  I have also assumed the
genuineness  of  all  signatures,  the  legal  capacity  of natural persons, the
authority  of  all  persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of all
documents  by the parties thereto other than the Company.  As to matters of fact
material  to  this opinion, I have relied upon statements and representations of
representatives of the Company and of public officials and have assumed the same
to  have  been  properly  given  and  to  be  accurate.


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     (c)  My  opinion  is based solely on and limited to the federal laws of the
United  States  of  America and the laws of Florida.  I express no opinion as to
the  laws  of  any  other  jurisdiction.

                                   Very truly yours,

                                   /s/  Norman T. Reynolds

                                   Norman T. Reynolds


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