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EXHIBIT 5
ROBINSON, BRADSHAW & HINSON, P.A.
[LETTERHEAD]
July 21, 2000
Affinity Technology Group, Inc.
1201 Main Street, Suite 2080
Columbia, South Carolina 29201
Re: Affinity Technology Group, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Affinity Technology Group, Inc., a Delaware
corporation (the "Company"), in connection with the registration of 969,696
shares (the "Shares") of Common Stock, par value $.0001 per share, of the
Company ("Common Stock") under the Securities Act of 1933, as amended (the
"Securities Act"), as set forth in the Registration Statement on Form S-3 (the
"Registration Statement") that is being filed today by the Company with the
Securities and Exchange Commission (the "Commission"). The Shares consist of (i)
484,848 shares of Common Stock (the "Initial Shares") issued by the Company
pursuant to the Common Stock Purchase Agreement, dated as of June 2, 2000 (the
"Purchase Agreement"), between the Company and Redmond Fund, Inc., a Nevada
corporation ("Redmond"), and (ii) 484,848 shares of Common Stock (the "Warrant
Shares") issuable by the Company under a Common Stock Purchase Warrant, dated as
of June 5, 2000, issued by the Company to Redmond pursuant to the Purchase
Agreement (the "Warrant"). This opinion is provided pursuant to the requirements
of Item 16 of Form S-3 and Item 601(b)(5) of Registration S-K.
In connection with the foregoing, we have examined such records,
documents and proceedings as we have deemed relevant as a basis for the opinion
expressed herein, and we have relied on an officer's certificate as to certain
factual matters.
Based on the foregoing, we are of the opinion that:
1. The Initial Shares are duly authorized, validly issued, fully paid
and nonassessable; and
2. The Warrant Shares are duly authorized and, when issued upon the
terms and conditions of the Warrant, will be validly issued, fully paid and
nonassessable.
We hereby consent to be named in the Registration Statement under the
heading "Legal Matters" as attorneys who passed upon the validity of the Shares
and to the filing of a copy of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
Robinson, Bradshaw & Hinson, P.A.
By: /s/ David W. Dabbs
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David W. Dabbs
