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EXHIBIT 5
E-Mail:
Robert S. Kant [email protected]
(602) 263-2606 January __, 2001 File No. 38275.011000
Intelispan, Inc.
1720 Windward Concourse
Alpharetta, Georgia 30005
RE: REGISTRATION STATEMENT ON FORM SB-2
Ladies & Gentlemen:
We have acted as legal counsel to Intelispan, Inc. (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form SB-2 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission (the "Commission") on or about January __,
2001, under the Securities Act of 1933, as amended, covering an aggregate of
88,789,128 shares of the Company's common stock, par value $.0001 per share,
that may be sold from time to time by certain of the Company's shareholders (the
"Selling Shareholders") (all such shares of common stock collectively called the
"Shares").
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, of the Registration Statement and such other corporate
records of the Company, agreements and other instruments, and certificates of
public officials and officers of the Company as we have deemed necessary as a
basis for the opinions hereinafter expressed. As to various questions of fact
material to such opinions, we have, where relevant facts were not independently
established, relied upon statements of officers of the Company.
Subject to the assumption 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 such further limitations and qualifications set forth
below, it is our opinion that the Shares will be validly issued, fully paid, and
non-assessable when (a) the Registration Statement as then amended shall have
been declared effective by the Commission and (b) the Shares have been sold by
the Selling Shareholders as described in the Registration Statement.
For purposes of our opinion, we have assumed (i) the payment
by the Selling Shareholders (or the prior holders thereof) of the full and
sufficient consideration due from them to the Company for such Shares and (ii)
that the Shares have been duly issued, executed, and authenticated by the
Company.
