CINDY SHY, P.C.
                 A professional law corporation
______________________________________________________________________________
 2157 S. Lincoln Street, Suite 202 * Salt Lake City, Utah 84106
          Telephone (801) 323-2392 * Fax (801) 364-5645

                        September 30, 2005

Board of Directors
Pacific WebWorks, Inc.
180 South 300 West, Suite 400
Salt Lake City, UT 84104


     Re:    Registration Statement on Form SB-2
            for Pacific WebWorks, Inc.
            filed on or about August 31, 2005

Gentlemen:

This firm represents Pacific WebWorks, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the above-referenced
registration statement on Form SB-2 (the "Registration Statement"), to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") on or about August 31, 2005.  The Registration Statement relates
to the registration under the Securities Act of 1933 of 12,963,338 shares of
common stock, par value $0.001.  You have requested that this firm render an
opinion as to whether the common stock as proposed to be issued on the terms
set forth in the Registration Statement will be validly issued, fully paid,
and non-assessable.

This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-B promulgated under the Act.

In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction of:
       (i)  the Articles of Incorporation of the Company;
      (ii)  certain resolutions and written consents of the Board of Directors
            of the Company relating to the issuance and registration of the
            shares;
     (iii)  the Registration Statement; and
      (iv)  such other documents as we have deemed necessary or appropriate as
            the basis for the opinions set forth below.

In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents.  As to any facts material to this opinion which we
did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and
others.




Pacific WebWorks, Inc.
September 30, 2005
Page 2


Based upon the above examination of the shares to be registered pursuant to
the Registration Statement, we are of the opinion that 9,880,003 shares of
common stock currently issued and outstanding are validly issued, fully paid,
and non-assessable.  And that 3,083,335 shares to be issued in accordance with
warrant agreements, when issued, will be validly issued, fully paid, and
non-assessable.

We hereby consent to being named in the prospectus included in the
Registration Statement as having rendered the foregoing opinion.  We also
consent to the filing of this opinion with the Commission as Exhibit 5.1 to
the Registration Statement.  In giving this consent, we do not thereby admit
that we are included in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.


                                   /s/ Cindy Shy, P.C.

                                   Cindy Shy, P.C.