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EXHIBIT 5
KELLEY DRYE & WARREN LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
(203) 324-1400
August 23, 2000
IBS Interactive, Inc.
2 Ridgedale Avenue, Suite 350
Cedar Knolls, New Jersey 07927
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as special counsel to IBS Interactive, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8, as amended (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to 1,380,000 shares of the Company's common
stock, par value $.01 per share (the "Shares"), which are to be issued pursuant
to the Company's 1998 Stock Option Plan, 1999 Stock Option Plan and 2000 Stock
Option Plan (collectively, the "Plans"). You have requested our opinion as such
special counsel as to matters described herein relating to the issuance of the
Shares.
In connection with this opinion, we have examined and relied
upon copies, certified or otherwise identified to our satisfaction, of: (i) the
Plans; (ii) the Registration Statement; (iii) the Company's Restated Certificate
of Incorporation as in effect as of the date hereof; and (iv) the Restated
By-Laws and the minute books and other records of corporate proceedings of the
Company, in each case as made available to us by officers of the Company. We
have also reviewed such matters of law as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
For purposes of this opinion we have assumed the authenticity
of all documents submitted to us as originals, the conformity to originals of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to this opinion,
we have relied to the extent we deemed proper upon representations, warranties
and statements of officers and other representatives of the Company. We express
no opinion as to any law other than the General Corporation Law of the State of
Delaware and the federal laws of the United States of America. Without limiting
the foregoing, we express no opinion with respect to the applicability thereto
or effect of municipal laws or the rules, regulations or orders of any municipal
agencies within any such state.
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Based upon and subject to the foregoing qualifications,
assumptions and limitations, it is our opinion that the Shares have been duly
authorized and, when issued and paid for as contemplated by each of the Plans,
will be validly issued, fully paid and non-assessable.
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
We hereby consent to the filing of this letter as an exhibit
to the Registration Statement and to all references to our firm included in the
Registration Statement as of the date hereof. In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
Kelley Drye & Warren LLP
By: /s/ Randi-Jean G. Hedin
_______________________________
A Member of the Firm
