BROAD AND CASSEL MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
SUITE 3000
MIAMI, FLORIDA 33131
TELEPHONE: 305.373.9400
FACSIMILE: 305.373.9443
www.broadandcassel.com
November 2, 2000
Intraco Systems, Inc.
3998 FAU Boulevard
Suite 210
Boca Raton, FL 33431
Re: Intraco Systems, Inc. (the "Company")
Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-44268
Ladies and Gentlemen:
You have requested our opinion with respect to the aggregate 6,915,571
shares offered by certain selling shareholders (collectively, the "Shares") of
the Company's common stock, par value $.001 per share (the "Common Stock"),
included in Amendment No. 1 to the Registration Statement on Form SB-2, File No.
333-44268 (the "Form SB-2") filed with the U.S. Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company, and such agreements, certificates of
public officials, certificates of officers and representatives of the Company
and others, and such other documents as we may deem relevant and necessary for
the opinion expressed in this letter. As to various questions of fact material
to such opinion, we have relied upon statements or certificates of officials and
representatives of the Company and others.
Based on, and subject to the foregoing, we are of the opinion that the
Shares covered by the Form SB-2 have been or, upon exercise of certain warrants
in accordance with their terms, will be duly and validly issued and fully paid
and nonassessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
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Intraco Systems, Inc.
November 2, 2000
Page 2
This opinion has been prepared and is to be construed in accordance with
the Report on Standards for Florida Opinions, dated April 8, 1991, as amended
and supplemented, issued by the Business Law Section of The Florida Bar (the
"Report"). The Report is incorporated by reference into this opinion letter.
We hereby consent to the filing of this opinion letter as an exhibit to
the Form SB-2. We also consent to the use of our name under the caption "Legal
Matters" in the prospectus constituting part of the Form SB-2. In giving such
consent, we do not thereby admit that we are included within the category of
persons whose consent is required under Section 7 of the Securities Act, or the
rules and regulations promulgated thereunder.
Very truly yours,
/s/ Broad and Cassel
BROAD AND CASSEL
