EXHIBIT 5.1


                                                                February 4, 2000


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


Re:  DynamicWeb Enterprises, Inc. Registration of an additional 50,000 shares of
     Common Stock under the 1997 Stock Option Plan For Outside Directors.


Gentlemen:

         You have asked us to provide you with our opinion whether the 50,000
shares of common stock, par value $0.0001 per share (the "Common Stock"), of
DynamicWeb Enterprises, Inc. (the "Company") that may be issued from time to
time pursuant to the exercise of options issued under the DynamicWeb
Enterprises, Inc. 1997 Stock Option Plan For Outside Directors (the "Outside
Directors Plan"), when and if such shares are issued pursuant to and in
accordance with the Outside Directors Plan, will be duly and validly issued,
fully paid and nonassessable. We, as counsel to the Company, have reviewed:

         1.  The New Jersey Business Corporation Act, as amended;

         2.  The Certificate of Incorporation of the Company, as amended;

         3.  The By-laws of the Company, as amended; and

         4.  The Resolutions of the Board of Directors of the Company.

         Based on our review of such documents, it is our opinion that the
Common Stock issuable upon the exercise of options granted under the Outside
Directors Plan, when and as issued and paid for in accordance with the
provisions of the Outside Directors Plan, will be duly and validly issued, fully
paid and nonassessable. In giving the foregoing opinion, we have assumed that
the Company will have, at the time of the issuance of such Common Stock, a
sufficient number of authorized shares available for issue.

         We consent to the filing of this opinion as an exhibit to the
registration statement the Company is filing today in connection with the
registration of 50,000 shares of the Company's







Common Stock. 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 the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.

                                    Very truly yours,

                                    BROWN RAYSMAN MILLSTEIN FELDER & STEINER LLP