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EXHIBIT 5
[GREENBERG TRAURIG, LLP LETTERHEAD]
October 3, 2000
Intelispan, Inc.
1720 Windward Concourse, Suite 100
Alpharetta, Georgia 30005
RE: REGISTRATION STATEMENT ON FORM S-8
INTELISPAN, INC.
Ladies and Gentlemen:
As legal counsel to Intelispan, Inc., a Washington corporation
(the "Company"), we have assisted in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about October 4, 2000 in
connection with the registration under the Securities Act of 1933, as amended,
of 2,371,900 shares of the Company's common stock, par value $0.0001 per share,
(the "Shares") issuable pursuant to the Company's Performance Equity Plan (the
"Plan"). The facts, as we understand them, are set forth in the Registration
Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Amended and Restated Articles of Incorporation of
the Company, as filed with the Secretary of State of the State of Washington, as
amended through the date hereof;
B. The Bylaws of the Company, as amended through the
date hereof;
C. Various resolutions of the Board of Directors of the
Company authorizing the Plan and the issuance of the Shares;
D. The Registration Statement; and
E. The Plan.
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, it is our opinion that the Shares,
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[GREENBERG TRAURIG, LLP LETTERHEAD]
Intelispan, Inc.
October 3, 2000
Page Two
when issued and sold in accordance with the terms of the Plan, will be duly
authorized, validly issued, fully paid and nonassessable.
We express no opinion as to the applicability or effect of any
laws, orders, or judgments of any state or other jurisdiction other than federal
securities laws and the substantive laws of the State of Washington. Further,
our opinion is based solely upon existing laws, rules and regulations, and we
undertake no obligation to advise you of any changes that may be brought to our
attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this opinion as an exhibit to the
Registration Statement, and to the filing of this opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, LLP
