EXHIBIT 5.1


                        November 16, 1998




Board of Directors
DynamicWeb Enterprises, Inc.
71 Route 46 West
Building F, Suite 209
Fairfield, New Jersey 07004

Re:  Registration Statement on Form S-2 (SEC File No. 333-35579)

Gentlemen:

     In connection with the proposed offering by DynamicWeb
Enterprises, Inc. (the "Company") of up to 1,039,872 shares of
the Company's common stock, par value $.0001 per share (the
"Common Stock"), covered by the Company's Registration Statement
on Form S-2 (the "Registration Statement") which was filed on the
date of this letter, we, as counsel to the Company, have
reviewed:

     1.   the Articles of Incorporation of the Company;

     2.   the Bylaws of the Company;
          
     3.   the minute books of the Company;

     4.   a Corporate Good Standing Certificate, dated
          November 13, 1998, issued by the Secretary of the State
          of New Jersey, with respect to the Company; and

     5.  the Registration Statement.

     Based upon our review of such documents, it is our opinion
that: 

     1.   The Company has been duly incorporated under the laws
          for the State of New Jersey and is validly existing and
          in good standing under the laws of such State.

     2.   The 1,039,872 shares of Common Stock covered by the
          Registration Statement have been duly authorized and,
          when issued and sold for cash pursuant to the terms
          described in the Registration Statement, will be
          legally issued by the Company and fully paid and
          nonassessable.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement, and to the reference to us under the
heading "Legal Matters" in the Related Prospectus.  In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of 
<PAGE 1> the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.

                                   Very truly yours,

                                   STEVENS & LEE
          

                                   /s/ Stephen F. Ritner
                                   Stephen F. Ritner  <PAGE 2>