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EXHIBIT 5.1
[KILPATRICK STOCKTON LLP LETTERHEAD]
1100 Peachtree Street
Suite 2800
Atlanta, Georgia 30309-4530
June 26, 2000
Interland, Inc.
101 Marietta Street
Suite 200
Atlanta, Georgia 30303
RE: INTERLAND, INC.
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-32556)
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-1 (the "Registration Statement") filed by Interland, Inc. (the "Company"), a
Georgia corporation, with the Securities and Exchange Commission with respect to
the registration under the Securities Act of 1933, as amended, of 5,000,000
shares of common stock, no par value per share, of the Company (the "Common
Stock"), to be sold by the Company to the underwriters named in the Registration
Statement (the "Underwriters") for resale by them to the public, together with
an additional 750,000 shares of Common Stock subject to an over-allotment option
granted to the Underwriters by the Company.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the Common Stock as we deemed relevant or necessary for the opinion expressed
herein. Based upon the foregoing, it is our opinion that the shares of Common
Stock to be issued and sold by the Company to the Underwriters will be, upon
issuance, sale and delivery in the manner and under the terms and conditions
described in the Registration Statement, validly issued, fully paid, and
nonassessable.
Sincerely,
KILPATRICK STOCKTON, LLP
/s/ David A. Stockton
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David A. Stockton
a partner
