INFOTOPIA INC
S-8, EX-5, 2000-06-14
MEDICINAL CHEMICALS & BOTANICAL PRODUCTS
Previous: INFOTOPIA INC, S-8, 2000-06-14
Next: METALLURG HOLDINGS INC, 10-Q, 2000-06-14



                          June 14, 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.   Daniel G. Chapman and Sean P. Flanagan have acted and will
continue to act as legal counsel on behalf of the Company.
3.   In their capacities as legal counsel, 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.
4.   Infotopia has agreed to issue its common stock to the above-
named individuals as compensation for their services on behalf of
Infotopia.
5.   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.





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission