OGDEN
                                       MURPHY
                                       WALLACE
                                       P.L.L.C.
                                  ATTORNEYS AT LAW


September  30,  2000

b2b.com  Inc.
2828  SW  Marine  Drive
Vancouver,  BC  V6N  3X9
CANADA

     Re:     b2b.com  Inc.  Registration  Statement  on  Form  SB-2

Ladies  and  Gentlemen:

We  have  acted  as  counsel  for  b2b.com  Inc.,  a Washington corporation (the
"Company"),  in connection with the preparation of the registration statement on
Form  SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), relating to the public offering (the "Offering") of up to 2,500,000
shares  (the  "Shares")  of  the  Company's  common  stock, $.001 par value (the
"Common  Stock").  This opinion is being furnished pursuant to Item 601(b)(5) of
Regulation  S-K  under  the  Act.

In  rendering the opinion set forth below, we have reviewed (a) the Registration
Statement and the exhibits thereto; (b) the Company's Articles of Incorporation;
(c)  the  Company's  Bylaws;  (d)  certain  records  of  the Company's corporate
proceedings as reflected in its minute books; and (e) such statutes, records and
other documents as we have deemed relevant.  In our examination, we have assumed
the  genuineness  of all signatures, the authenticity of all documents submitted
to us as originals, and conformity with the originals of all documents submitted
to  us  as copies thereof.  In addition, we have made such other examinations of
law and fact as we have deemed relevant in order to form a basis for the opinion
hereinafter  expressed.

Based  upon  the  foregoing,  we  are of the opinion that the Shares are validly
issued  under  Washington  corporate  law,  fully  paid  and  nonassessable.

We  hereby  consent to the use of this opinion as an Exhibit to the Registration
Statement  and  to  all  references to this Firm under the caption "Interests of
Named  Experts  and  Counsel"  in  the  Registration  Statement.

Very  truly  yours,

OGDEN  MURPHY  WALLACE,  P.L.L.C.



James  L.  Vandeberg

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