June 16, 2000
Board of Directors
Infotopia, Inc.
43 Taunton Green, Suite 5
Taunton, MA 02780
Gentlemen;
We have acted as securities counsel for Infotopia, Inc.
("Infotopia" or the "Company"). You have asked us to render this
opinion to Infotopia.
You have advised that:
1. Infotopia is current in its reporting responsibilities to
the Securities and Exchange Commission as mandated by the
Securities Exchange Act of 1934, as amended
2. Allan Berkun, Jeffrey Jacobson, Clinton Smith and Michael
Howery have acted and will continue to act as legal counsel on
behalf of the Company.
3. Walter Brown has acted and will continue to act as a
consultant to the Company.
4. In their capacities as legal counsel or consultants, the
above-named individuals have provided bona-fide services to the
Company which are not in relation to the offer or sale of
securities in a capital-raising transaction, and which did not
either directly or indirectly promote or maintain a market for
Infotopia's securities.
5. Infotopia has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of
Infotopia.
6. The shares to be issued to these individuals are pursuant to
corporate resolution and the approval of the Board of Directors
of Infotopia. These shares shall be registered pursuant to a
Registration Statement on Form S-8.
We have read such documents as have been made available to us.
For purposes of this opinion, we have assumed the authenticity of
such documents.
Based on the accuracy of the information supplied to us, it is
our opinion that Infotopia may avail itself of a Registration
Statement on Form S-8, and is qualified to do so. It is our
further opinion that the above-named individuals are proper
persons qualified to receive shares which are registered in a
Registration Statement on Form S-8.
We consent to the use of this letter in the Registration
Statement filed on Form S-8.
Sincerely,
/s/ Chapman & Flanagan,
Ltd.
Chapman & Flanagan, Ltd.
