Exhibit 5.01


                                February 22, 2001

Instanet, Inc.
26 West Dry Creek Circle, Suite 600
Littleton, CO 80120

Ladies and Gentlemen:

     We are counsel for Instanet, Inc., a Nevada corporation (the "Company") in
connection with its proposed public offering under the Securities Act of 1933,
as amended, of up to 500,000 shares of its common stock ("Common Stock") through
a Registration Statement on Form SB-2 ("Registration Statement") as to which
this opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").

     In connection, with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of the
following:

     (1)  Articles of Incorporation, and amendment thereto, of the Company as
          filed with the Secretary of State of the State of Nevada.

     (2)  Corporate minutes containing the written deliberations and resolutions
          of the Board of Directors and shareholders of the Company.

     (3)  The Registration Statement and the Preliminary Prospectus contained
          within the Registration Statement.

     (4)  The other exhibits to the Registration Statement.

     We have also examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.

     Based upon the foregoing and in reliance thereon, it is our opinion that
the Common Stock will, upon the purchase, receipt of full payment, issuance and
delivery in accordance with the terms of the offering described in the
Registration Statement, be fully and validly authorized, legally issued fully
paid and non-assessable.

     We hereby consent to the use of this opinion, as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part thereof.

                                          Very truly yours,


                                          Gary A. Agron