EXHIBITS 5.1 and 23.2

PEARLMAN SCHNEIDER LLP

2200 Corporate Boulevard, N.W., Suite 210

Boca Raton, Florida 33432

(561) 362-9595

IceWEB, Inc.

22900 Shaw Road, Suite 111

Sterling, VA 20166

Ladies and Gentlemen:

This opinion is submitted pursuant to the applicable rules of the Securities and Exchange Commission in connection with the registration for public resale of an aggregate of 38,996,445 shares (the "Registerable Shares") of the Company's common stock, $0.0001 par value per share ("Common Stock"), consisting of 13,455,958 shares of outstanding Common Stock (the “Outstanding Shares”) and 25,540,487 shares of Common Stock issuable upon exercise of common stock purchase warrants (the “Warrant Shares”), all as described in the Registration Statement.

In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Certificate  of Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the Board of directors of the Company authorizing the issuance of the Registerable Shares; (c) the Registration Statement and the exhibits thereto; (d) the agreements, instruments and documents pursuant to which the Registerable Shares were or are to be issued; and (e) such other matters of law as we have deemed necessary for the expression of the opinion herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon. As to the various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

This opinion is limited to the laws of the State of Delaware. In rendering this opinion, we have assumed compliance with all other laws, including federal laws and state securities laws.

Based upon and subject to the foregoing, we are of the opinion that the Outstanding Shares are legally issued, fully paid and non-assessable and the Warrant Shares, when issued in accordance with their terms and upon receipt by the Company of the agreed upon consideration therefor, will be legally issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement.