KAUFMAN & MOOMJIAN, LLC
                            Attorneys at Law

              50 Charles Lindbergh Boulevard -- Suite 206
                        Mitchel Field, New York 11553

                      Telephone: (516) 222-5100
                      Facsimile: (516) 222-5110
                       Internet: www.kmcorplaw.com

                                                            January 26, 2001

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20006

                  Re: eB2B Commerce, Inc.
                      Registration Statement on Form S-3
Dear Sirs/Madams:

     We have acted as counsel for eB2B Commerce, Inc., a New Jersey corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended, of an aggregate of 29,549,140 shares (the "Shares") of the
common stock, par value $.0001 per share (the "Common Stock"), of the
Company, to be offered and sold by certain securityholders of the Company
(the "Selling Securityholders"). In this regard, we have participated in the
preparation of a Registration Statement on Form S-3 (the "Registration
Statement") relating to the Shares. The Shares include an aggregate of
28,793,858, shares (the "Underlying Shares") of Common Stock issuable upon
exercise of outstanding warrants (the "Warrants") and upon the conversion of
shares of Preferred Stock (together with the Warrants, the "Derivative
Securities") of the Company.

     We are of the opinion that (a) the Shares issued and outstanding on the
date hereof are duly authorized, legally issued, fully paid and non-assessable
and (b) the Underlying Shares, upon issuance in accordance with the terms of
the respective Derivative Securities, will be duly authorized, legally issued,
fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.

                                       Very truly yours,


                                       /s/ Kaufman & Moomjian, LLC
                                       Kaufman & Moomjian, LLC