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Exhibit 5
June 29, 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 1,500,000 shares of Common Stock of the Company upon the
exercise of options granted under the Company's Amended 1997 Stock Option 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
