BROAD AND CASSEL
ATTORNEYS AT LAW
MIAMI CENTER
201 SOUTH BISCAYNE BOULEVARD
SUITE 3000
MIAMI, FLORIDA 33131
TELEPHONE: 305.373.9400
FACSIMILE: 305.373.9443
www.broadandcassel.com
January 2, 2001
Intraco Systems, Inc.
3998 FAU Boulevard
Suite 210
Boca Raton, FL 33431
Re: Intraco Systems, Inc. (the "Company")
Registration Statement on Form SB-2
Ladies and Gentlemen:
You have requested our opinion with respect to the 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 a Registration Statement on Form SB-2, as amended (the "Form SB-2")
filed with the U.S. Securities and Exchange Commission pursuant to the
Securities Act of 1933 (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. In such examination, we have assumed the
genuineness of all signatures on original documents, and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. 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 of Common Stock being registered in 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.
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
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Broad and Cassel
