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EXHIBIT 5
[Alston & Bird LLP Letterhead Appears Here]
June 15, 2000
IVI Checkmate Corp.
1003 Mansell Road
Roswell, Georgia 30076
Re: Form S-8 Registration Statement
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National Transaction Network, Inc. 1995 Director Stock Option Plan;
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National Transaction Network, Inc. 1988 Stock Plan
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Ladies and Gentlemen:
We have acted as counsel for IVI Checkmate Corp., a Delaware corporation
(the "Company"), in connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 28,994 shares of the Company's common stock,
$.01 par value ("Common Stock") that may be offered and sold pursuant to the
exercise of stock options of National Transaction Network, Inc. assumed by the
Company pursuant to the Agreement and Plan of Merger among National Transaction
Network, Inc., IVI Checkmate Corp., IVI Checkmate Inc. and NTN Merger Corp.
dated as of July 20, 1999 (the "Assumed Options"). This Opinion Letter is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinion hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Delaware.
Based upon the foregoing, it is our opinion that the 28,994 shares of
Common Stock covered by the Registration Statement and to be issued upon the
exercise of the Assumed Options, when issued in accordance with the terms and
conditions of the Assumed Options, will be legally and validly issued, fully
paid and nonassessable.
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IVI Checkmate Corp.
June 15, 2000
Page 2
This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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Laura G. Thatcher, Partner
LGT:lgt
