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Exhibit 5
December 1, 2000
Emergent Information Technologies, Inc.
4695 MacArthur Court, Eighth Floor
Newport Beach, California 92660
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") to be filed by Emergent Information
Technologies, Inc. (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the purpose of
registering the sale of 500,000 shares of Common Stock of the Company upon the
purchase of shares under the Company's Amended and Restated Employee Stock
Purchase Plan. We are familiar with the proceedings taken and proposed to be
taken in connection with the issuance and sale of the securities in the manner
set forth in the Registration Statement. Subject to completion of the
proceedings contemplated in connection with the foregoing matters, we are of the
opinion that all of the Common Stock to be sold pursuant to the Registration
Statement has been duly authorized and, when issued and sold in the manner set
forth in the Registration Statement will, upon such issuance and sale, be
validly and legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement or any amendment thereto.
Respectfully submitted,
/s/ RUTAN & TUCKER, LLP
