TRANSFER AGENT LEGAL OPINIONS

March 25, 1999







American Stock Transfer 40 Wall Street New York, New York 10005



ATTN: CARLOS PINTO



Dear Mr. Pinto:



We have acted as counsel to HomeCom Communications, Inc.., a Delaware corporation (the "COMPANY"), in connection with the Securities Purchase Agreement, dated as of March 25, 1999, between the holders listed in Exhibit "A," attached hereto (the "Holders) and the Company (the "AGREEMENT") and the transactions contemplated therein including, without limitation, the issuance of the Series B Convertible Preferred Stock (the "SERIES B SHARES").



In so acting, we have examined the Agreement, the Certificate of Designations, Preferences and Rights With respect to the Series B Shares (the "CERTIFICATE OF DESIGNATIONS"), the Irrevocable Transfer Agent Instructions (the "TRANSACTION AGREEMENTS") and the Company's Certificate of Incorporation, as in effect on the date hereof, and we have examined and considered such corporate records, certificates and matters of law as we have deemed appropriate as a basis for our opinions set forth below.



Based upon the foregoing and subject to the assumptions, limitations, qualifications and exceptions stated herein, we are of the opinion that as of the date hereof.



(1) Upon conversion of the Series B Preferred Shares in accordance with the terms of the Certificate of Designation, the shares of the Company's common stock to be issued to the holders thereof (the "CONVERSION SHARES") will be validly issued, fully paid and non-assessable, and free from all taxes, liens and charges with respect to the issue thereof.



(2) Based upon the representations, warranties and covenants set forth in the Agreement, Conversion Shares may be issued to the Holders without registration under the Securities Act of 1933, as amended.



(3) The certificates for the Conversion Shares should bear the following legend:













American Stock Transfer March 25, 1999 Page 2





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