EXHIBIT 5
                        CONSENTS OF EXPERTS AND COUNSEL

                    THE LAW OFFICE OF JEFFREY G. KLEIN, P.A.
                           980 North Federal Highway
                                   Suite 980
                              Boca Raton, FL 33431
                              Phone: 561-368-0993
                            Facsimile: 561-368-0618


May 31,  2001

AmeriNet Group.com, Inc.
2500 North Military Trail
Suite 225-C
Boca Raton, Florida 33431

RE: SEC Registration Statement on Form S-8

Dear Sir/Madam:

     This firm (the "Firm") has been engaged as counsel for AmeriNet  Group.com,
Inc. , a Delaware  corporation (the "Company"),  in connection with its proposed
offering under the  Securities  Act of 1933, as amended (the "Act"),  of 635,575
shares of its common stock which are to be issued under various  Superseder  and
Settlement  Agreements by the Company,  by a filing of a Registration  Statement
under Form S-8 to which this opinion is a part, to be filed with the  Securities
and Exchange  Commission  (the  "Commission").  In connection with rendering the
opinion as set forth below,  the Firm has  reviewed  and  examined  originals or
copies of the following:

1.   Articles of Incorporation of the Company, and any amendments, as filed with
     the Secretary of State of Delaware;

2.   By Laws of the Company;

3.   Meetings of the Board of Directors  authorizing the various  Superseder and
     Settlement Agreements and the filing of the S-8 Registration Statement; and

4.   The Company's  Registration  Statement on Form S-8 and exhibits  thereto as
     filed with the Commission.

     In our examination,  we have assumed the genuineness of all signatures, the
legal capacity of all persons,  the  authenticity of all documents  submitted to
the Firm as  originals,  the  conformity  with  the  original  documents  of all
documents  submitted  to the Firm as certified or  photostatic  copies,  and the
authenticity  of the  originals of such copies and the truth of all  information
supplied us.

     We have further  assumed,  among other  things,  that the  recipient of the
Shares will have completed the required services, and/or provided considerations
required  acceptable to the Board of Directors  and in compliance  with Form S-8
and that any Shares to be issued will have been  registered in  accordance  with
the Act, absent the application of an exemption from registration,  prior to the
issuance of such Shares. We have not independently  investigated or verified any
matter, assumption, or representation.

     Based upon the foregoing and in reliance  thereof,  it is our opinion that,
subject to the  limitations  set forth  herein,  the Shares to be issued will be
duly and validly  authorized,  legally issued,  fully paid and non-  assessable.
This opinion is expressly limited in scope to the Shares enumerated herein which
are to be expressly  covered by the referenced  Registration  Statement and does
not cover subsequent issuances of shares, pertaining to services to be performed
in the future  (such  transactions  are  required to be included in either a new
registration  Statement  or a  Post  Effective  Amendment  to  the  Registration
Statement including updated opinions).

     This  opinion is limited.  We consent to you filing this  opinion  with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used,  circulated,  quoted or  otherwise  referred to for any other
purpose  without  our prior  written  consent.  This  opinion  is based upon our
assumptions  as to  application  of the law and facts as of the date hereof.  We
assume no duty to  communicate  with you with respect to any matters,  which may
come to our attention hereafter.

                                Sincerely yours,


                              /S/ JEFFREY G KLEIN
                                JEFFREY G KLEIN


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