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EXHIBIT 5.1
[McGUIRE WOODS BATTLE & BOOTHE LLP Logo]
Bank of America Corporate Center
100 North Tryon Street, Suite 2900
Charlotte, North Carolina 28202-4011
Telephone (704) 373-8999 * Fax (704) 373-8935
June 16, 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 1,000,000 shares (the "Shares") of Common Stock, par
value $0.001 per share, of the Company issued in connection with the conversion
of the Company's convertible debentures by King LLC. 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 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.
Based upon the foregoing, it is our opinion that the Shares are duly
and validly issued, fully paid and nonassessable.
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Board of Directors
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June 16, 2000
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
