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EXHIBIT 5
Opinion of Baker, Donelson, Bearman & Caldwell
June 27, 2000
Internet Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830
Gentlemen:
We have acted as securities counsel for Internet Pictures Corporation,
a Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended, relating to the Registrant's 2000 Equity
Incentive Plan and the Amended and Restated 1998 Employee, Director and
Consultant Stock Plan (the "Plans"). This opinion is being furnished in response
to Item 601 of Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under
the laws of the State of Delaware.
2. The Plans have been duly and validly authorized and adopted,
and the shares of common stock of the Company (the "Shares") that may be issued
and sold from time to time in accordance with the Plans have been duly
authorized for issuance and will, when issued, sold and paid for in accordance
with the Plans, be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United
States and the corporate laws of the State of Delaware, and we are not
expressing any opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ BAKER, DONELSON, BEARMAN & CALDWELL, PC
Exhibit 5 - 1
