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[MCGUIRE WOODS BATTLE & BOOTHE LLP Logo]
Bank of America Corporate Center
100 North Tryon Street, Suite 2900
Charlotte, North Carolina 28202-4011
Telephone/TDD (704) 373-8999 Fax (704) 373-8935
June 19, 2000
Board of Directors
Information Architects Corporation
4064 Colony Road
Charlotte, NC 28211
Ladies and Gentlemen:
We are acting as counsel to Information Architects Corporation, a North
Carolina corporation (the "Company"), in connection with the filing with the
Securities and Exchange Commission (the "Commission"), under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the offer and sale pursuant to the
Registration Statement, by the Selling Stockholders identified in the
Registration Statement of up to 3,615,330 shares of Common Stock, par value
$0.001 per share, of the Company, (i) issuable upon the exercise or conversion
of our convertible Series A Preferred Stock, warrants to purchase our
convertible Series A Preferred Stock, warrants to purchase our common stock
(collectively the "Convertible Securities"); and (ii) common stock, par value
$0.001 per share, of the Company issued in connection with the settlement of a
lawsuit. This opinion letter is furnished to you for filing with the Commission
pursuant to Item 601 of Regulation S-K promulgated under the Act.
In reaching the opinion stated in this letter, we have reviewed copies
of originals of resolutions of the Company's Board of Directors, the Certificate
of the Designations, Number, Voting Powers, Preferences and Rights of Series A
Preferred Stock dated June 7, 2000, a form of warrant to purchase the
convertible Series A Preferred Stock, a form of warrant to purchase common stock
(collectively the "Convertible Security Documents") and the Registration
Statement, the Articles of Incorporation and the Bylaws of the Company, both as
amended to date, and such other documents as we have considered relevant. We
have assumed that (i) all information contained in all documents reviewed by us
is correct, (ii) all signatures on all documents reviewed by us are genuine,
(iii) all documents submitted to us as originals are true and complete, (iv) all
documents submitted to us as copies are true and complete copies of the
originals thereof, (v) each natural person signing any document reviewed by us
had the legal capacity to do so and (vi) each natural person signing in a
representative capacity any document reviewed by us had authority to sign in
such capacity.
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Board of Directors
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January 19, 2000
Based upon the foregoing, it is our opinion that the common stock
issued in connection with the settlement of a lawsuit is duly and validly
issued, fully paid and nonassessable, and that the common stock underlying the
Convertible Securities, when issued in the manner described in the resolutions
of the Company's Board of Directors and in the Convertible Security Documents,
will be duly and validly issued, fully paid and nonassessable.
The opinion expressed above is limited to matters governed by the laws
of the State of North Carolina. We express no opinion herein about the effect of
federal or state securities laws or the laws of any other jurisdiction.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the use of our name under the heading "Legal
Matters" therein. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission promulgated thereunder.
This opinion letter speaks as of the date hereof. We disclaim any duty
to advise you regarding any change subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.
Very truly yours,
McGuire, Woods, Battle & Boothe LLP
/s/ McGuire, Woods, Battle & Boothe LLP
